


Spider-Man: Symbiosis

by Crystalias



Series: Marvel 1616 [8]
Category: Gargoyles (Cartoon), Marvel, Spider-Man - All Media Types, Spider-Man the Animated Series (TV)
Genre: Alternate Universe, Crossover, F/M, Multiverse
Language: English
Status: Completed
Published: 2020-06-29
Updated: 2020-07-04
Packaged: 2021-03-03 23:27:40
Rating: Teen And Up Audiences
Warnings: Graphic Depictions Of Violence
Chapters: 19
Words: 31,551
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/24983821
Author URL: https://archiveofourown.org/users/Crystalias/pseuds/Crystalias
Summary: Set six months after Learning Curve and one week after Secret Invasion. Peter's friendships get tested, friends become enemies, and Peter has to fight a villain that can best him in every way.
Relationships: Ava Ayala & Peter Parker, Eddie Brock/Anne Weying, Eddie Brock/Mary Jane Watson, Eddie Brock/Venom Symbiote, Peter Parker/Gwen Stacy
Series: Marvel 1616 [8]
Series URL: https://archiveofourown.org/series/1804681
Comments: 4
Kudos: 4





	1. Prologue - Is There Life On Mars?

We are then shown a tower as text appears on the screen.  
  
**XanaTronics, 1998.**  
  
We cut to the lab of Richard Parker sitting in front of his computer, staring at a photo of his wife, two sons and a girl.  
  
Richard: (sighs)  
  
???: Everything okay, Richie?  
  
Richard turns to see his partner, Eddie Brock Sr., walking in.  
  
Richard: Eddie, I'm fine. Can I help you?  
  
Eddie: Yeah, about that. Xanatos wants to see us.  
  
Richard: Did he say why?  
  
Eddie: No, so either something big has come up or we're being let go.  
  
Richard: (sighs) Alright, let's go.  
  
Eddie: You look tired. How much sleep did you get?  
  
Richard: Not a wink.  
  
The two men head for the elevator and go to the office of David Xanatos. Another man is in the office.  
  
Xanatos: Richard. Eddie. Come on in.  
  
Richard: Everything alright?  
  
Xanatos: Yes, it's fine. This young man is John Jameson, pilot of The Lunar 5 space shuttle.  
  
John: A pleasure to meet you both. I hear you're both the best scientists in New York.  
  
Eddie: Well, if you don't count Richards, Osborne, or Stark.  
  
Richard: How can we help you, Mr. Jameson?  
  
John then reveals a circular glass container, housing what looked to be black slime.  
  
John: This appeared on the hull of The Lunar 5 during our trip back home. Someone tried to touch it and nearly had a heart attack when it moved.  
  
Eddie: As in actual movement?  
  
Xanatos: Correct, Brock. This is a life-form of alien biology and John wants us to find out it's secrets.  
  
We cut to weeks later. Eddie is sleeping while Richard runs one last test as the radio plays Life On Mars by David Bowie. Richard takes another sample and looks under the microscope.  
  
Richard: Nothing. After all that, nothing.  
  
Eddie: (waking up) Still no movement?  
  
Richard: (cutting himself with a scalpel) In a minute.  
  
Eddie: (seeing Richard drip a bit of blood onto the slime) Whoa, Richie! What're doing?!  
  
Richard: Ed, I'm testing it to see what happens to my cells.  
  
Eddie: What're you-. (realising what Richard means) Oh, Rich, you don't.  
  
Richard: Diagnosed two days ago.  
  
Then the conversation is cut short as the computer beeps to reveal the slime destroys cells with cancer. Richard and Eddie stare in shock. The look on Richard's face turns to delight.  
  
Richard: YES! That's fantastic!  
  
Eddie: Does this mean...?!  
  
Richard: WE'VE FOUND THE CURE FOR CANCER!  
  
The two hug each other then head for the door.  
  
Eddie: We've got to talk to the likes of Marie Curie about this!  
  
Richard: This will change everything.  
  
We pan to the slime as the song begins to draw to a close. It leaps at the screen, making us cut to black.


	2. Typical Parker Luck

**MARCH 2009**

**ONE WEEK AFTER THE SECRET INVASION**  
  
We start in total darkness as Spider-Man narrates to us.  
  
Spider-Man: (narrating) Hey, it's me again. It's been a while and alot can happen in six months and one week. I've started taking photos of myself for The Pulse and email them to Mr. Robertson, I'm now working part-time for Mr. Xanatos, and I'm dating the best girl in the world. As for my life as Spider-Man, only last week I helped stop an alien invasion of Earth and got to meet other heroes like Thor, the new Captain America, and Ms. Marvel. I have to admit she is gorgeous when you get up close with her. Oh yeah, and I got a new suit from Xanatos after my prototype suit got trashed. As for me right now? I'm stopping Tombstone from shipping Stark Tech to Doctor Octopus. And I, uh, may be late for a very important event in Midtown High.  
  
We finally see Spider-Man, wearing [the Iron Spider Armour](https://www.deviantart.com/users/outgoing?https://vignette.wikia.nocookie.net/marveldatabase/images/e/e1/Peter_Parker_%28Earth-616%29_from_Amazing_Spider-Man_Vol_1_529_0001.jpg/revision/latest?cb=20191126054411), who is being shot at by crooks led by Tombstone and Blackie Drago.  
  
Spider-Man: (hiding behind a pillar, and talking on the phone) Gwen, what's up?  
  
Gwen: P, where are you? Harry's farewell party is starting in twenty minutes.  
  
Spider-Man: Yeah, I know. I'm just stuck on this certain level of Star Wars Battlefront 2.  
  
Spider-Man fires a taser web at a crook.  
  
Spider-Man: And now I'm on my way, babe.  
  
Gwen: Just hurry. (hangs up)  
  
We cut to Blackie getting out two clawed gauntlets.  
  
Blaine Drago: Boss, let's take him on.  
  
Tombstone: Have you ever faced him? No? Well, Steve faced him and nearly lost his life so don't-.  
  
Thug 1: Sir, Drago left after you mentioned Steve.  
  
Tombstone: DRAGO! Men, return to base.  
  
Thug 2: What about Drago?  
  
Tombstone: He made his choice.  
  
Tombstone and his cronies leave. Spider-Man steps out when his spider-sense goes off.  
  
Spider-Man: (dodging a strike from Drago) Whoa, easy there, Crabby!  
  
Drago: Don't call me names, Spider-Man!  
  
Spider-Man dodges every attack, while whistling Dare by Stan Bush. When he gets fed up, Spider-Man fires weblines onto Drago which then stick onto a pillar.  
  
Spider-Man: Hasta-La-Vista, Baldy.  
  
Peter knocks Drago out in one punch, making us cut to black. We cut to Peter arriving outside the Midtown Gym and the Iron Spider armour folds itself into a bag like device, revealing Peter wearing a suit. Inside, Harry asks for Peter to come onto the stage. Peter walks on stage.  
  
Harry: Pete, good to see you!  
  
Peter: Wouldn't miss your party, Harry. (takes the microphone and clears his throat) Harry Osborne is leaving Midtown to take up his father's role of CEO of Oscorp. Now I know people are aware of his dad being that monster that attacked our good school 8 months ago but Harry isn't his father. He is one of the brightest students here, and one of the many people that I'm happy to call friend. All I can say is "Good luck and help make this city great again, buddy".  
  
Everyone applauds. Peter then notices Ava in the crowd, making for the exit. Peter walks down and bumps into a girl with platinum blonde hair.  
  
Peter: Sorry.  
  
Platinum Blonde Girl: Dumbass.  
  
Peter reaches the exit and sees Ava standing by herself, looking out over the city.  
  
Peter: Ava, you okay.  
  
Ava: Peter. Yeah, I'm just enjoying the view.  
  
Peter: I take it you're not a party person.  
  
Ava: No, I'm a party person. It's just-. (feels Peter's hand on her shoulder)  
  
Peter: Ava, relax.  
  
Ava: (sighing) Alright. Honestly, I have been on the hunt for Kraven and Macbeth for a long time and I've forgotten how to relax.  
  
Peter: I understand. I like your dress.  
  
Ava smiles at that comment.  
  
Ava: Thank you. Are you staying for the afterparty?  
  
Peter: There's an afterparty?  
  
Gwen: (standing beside Peter) We've been telling you for days, P. Hey, Ava.  
  
Ava: Gwen.  
  
Peter: Who's all here for it?  
  
Gwen: Let's see... Harry, you, Ava, Angel, Deborah, Eddie, Mary Jane, and I.  
  
Peter: Eddie and MJ?  
  
Gwen: I talked to Harry. He's cool with it.  
  
Peter: Did Flash not get invited?  
  
Gwen: He almost did get invited but Liz talked him out of it. By the way, Harry said he wants to chat about your "hobby".  
  
Peter goes back inside. The two girls look to the sky.  
  
Ava: He's lucky to have you.  
  
Gwen: Yeah. So... how are you liking New York?  
  
Ava: Can't complain. Mom's a bit stressed out.  
  
Gwen: I can relate to that...  
  
We cut to Peter approaching Harry, who's drinking scotch.  
  
Harry: Pete, how are ya?  
  
Peter: Same as ever, bud.  
  
Harry: Still hanging around that bug brain?  
  
Peter: Harry, I just take his pictures.  
  
Harry: I'll take that as a yes.  
  
Peter: All I do is take pictures of him so I can help pay the bills at home.  
  
Harry: What about XanaTronics? Could David not pay you?  
  
Peter: It doesn't work like that, Harry. Listen, forget about Spider-Man and-.  
  
Harry: If you knew who he was, would you tell me?  
  
Peter: If I knew, I don't know if I could go through with it. Why?  
  
Harry: You're the only one left that I consider family, Pete. I don't know what I'd do without you. (smirks) But, this is a party. Live a little.  
  
Peter watches Harry head for the dance floor. Peter looks down in guilt, remembering his last fight with Goblin. We cut to a warehouse on the pier. Five guys run inside, terrified. They run into the centre of the room, which has a skylight above where they stand.  
  
Thug 1: Can't believe he's back.  
  
Thug 2: We're gonna frickin' die.  
  
Thug 3: Quiet! You hear that?  
  
Thug 4: The door's locked. No way he's getti-. (a bullet goes through his forehead)  
  
As Thug 4 hits the ground, his comrades shoot at the skylight. They don't stop until they have two bullets left in their handguns. Silence fills the room. Then, their pursuer leaps down and lands in front of them.  
  
Thug 5: Oh, shit-. (gets shot in the throat)  
  
Their persuer is revealed to be Frank Castle a.k.a. The Punisher. Punisher tackles Thug 1 and uses him as a shield. The other two shoot Thug 1. Punisher lands a bullet in between Thug 3's legs, causing the guy to squeal in pain. Punisher shoots the gun out of Thug 2's hand. Punisher walks up, while pulling out a machete, and slices at Thug 2's eyes blinding him. Frank walks over to Thug 5 and rams his machete into Thug 5's forehead. Frank leaves as police sirens approach, not before shooting Thug 2 in the heart. We cut to black as Frank kills Thug 2.  
  
To be continued...

**Notes for the Chapter:**

> Next time, Peter gets shown his inheritence... which gets stolen by Black Cat.


	3. Bad Luck Charm

We begin with a Daily Bugle News Report.  
  
Jameson: Good morning, everyone. J. Jonah Jameson bringing you and important report. Known vigilante Frank Castle a.k.a. The Punisher is back in New York. He's already started cleaning the streets of criminals and yet Spider-Man isn't taken care of. Whitney Chang is with a suspect from Punisher's latest attack, a member of The Owl's gang.  
  
Whitney: Thank you, Jonah. Sir, what happened here?  
  
Thug 3: Punisher, man. He chased us to this place even though we did nothing. They were friends of mine and he killed them as well as shooting off my manhood.  
  
Whitney: And yet you're still here?  
  
Thug 3: As a reminder that he's never gonna stop. Not until every one of us is buried ten feet below ground.  
  
Whitney: Thank you, sir. Back to you, Jonah.  
  
We cut to XanaTronics. Peter is working away while feeling down. Gwen walks over and kisses him on the cheek.  
  
Gwen: P, you okay?  
  
Peter: Yeah, Gwen. I'm fine.  
  
Gwen: Is it about the afterparty?  
  
We then get shown the afterparty, which is revealed to be a pool party. We see Harry attending the bar with Eddie and MJ, Deborah is in the pool, and The other girls, bar Gwen, crowd around Peter asking him who looks better in their swimwear. Cut back to present.  
  
Peter: No, it's not that.  
  
Gwen: P, we agreed to tell each other what's wrong. So, what's wrong?  
  
Peter: Today is Dad's birthday. and also the day he died.  
  
Gwen: P, I'm sorry.  
  
Peter: Don't be. I hardly knew him. He was always working and very responsible.  
  
Gwen: P, he was your dad. I'm sure he's watching over you like my dad is watching over me.  
  
Peter sighs and heads to the restroom. Eddie was watching the conversation along with Xanatos.  
  
Xanatos: Eddie, I think you should show him it.  
  
Eddie: I don't know if it will help, sir. With Conners missing for two weeks now, I don't know what to do.  
  
Xanatos: It will help, Eddie. Trust me. (leaves Eddie to be by himself)  
  
We cut to Peter leaving the restroom when Eddie goes over.  
  
Eddie: Pete, there's something I need to show you.  
  
Peter: Bro, I might head home.  
  
Eddie: It won't take long. It was the last thing our dads worked on before... y'know.  
  
Peter: Okay, there's no harm in looking. Oh yeah, I finally looked over the notes. It doesn't seem possible.  
  
Eddie: I know, right. But, somehow they cracked it.  
  
Peter: Cracked what?  
  
Eddie: You'll see. C'mon, it's in the vault.  
  
The two go into an elevator and head to the second sublevel. They walk into a storage room and they head towards a door. Eddie enters the code (V-252) and they walk in to see a container that holds the alien from the prologue. It leaps and sticks to the glass.  
  
Peter: What is that?  
  
Eddie: It's our inheritance. An alien lifeform from parts unknown.  
  
Peter: Was this the thing Dad mentioned in his notes?  
  
Eddie: It sure was. A lifeform that can cure cancer.  
  
???: And will make me a rich girl.  
  
They turn around to see Black Cat.  
  
Black Cat: Stand aside and no-one gets hurt.  
  
Peter: _I wondered when you'd show up again._  
  
Eddie: No chance in hell, babe. It's all we have left from our dads.  
  
Black Cat: (taken aback by that, until she snaps back into reality and tackles Eddie) Sorry, but I have to do this. You, give me the goop or he dies!  
  
Eddie: Don't do it, Pete!  
  
Peter: I would do it but I don't know the code.  
  
Black Cat: (slashes at Eddie's right cheek with retractable claws from her fingertips) Start guessing.  
  
Peter starts shaking. He then inputs the code P3T3R as his first and only guess. The alien is transferred into a smaller container and is given to Black Cat, who then climbs the wall and goes through the ventilation ducts. Eddie glares at Peter  
  
Eddie: Pete, that's our legacy! Does it mean nothing to you?!  
  
Peter: I saved your life, bro! You would've done the same thing!  
  
Eddie: (heading for the elevator) Not like that I wouldn't. (entering the elevator) You better hope Spider-Man gets it back.  
  
Peter drops to the floor and punches the ground. He pulls it together.  
  
Peter: Sorry, Ed. I'll get it back.  
  
Peter pulls out a GPS locator to reveal he places a new tracer on the container. He jumps into the duct, changes into Spider-Man and chases after Black Cat when he exits the building. We cut to Black on a rooftop talking to someone on the phone.  
  
Black Cat: I got what you wanted. The dumbass gave to me to save some punk. What? That wasn't the deal, asshole! Why would-?! Fine, just don't hurt my mother or her husband. Goodbye. (hangs up)  
  
Spider-Man: (revealed to be behind her) Business deal gone wrong? Yeah, I've been there.  
  
Black Cat: Spider, it's been a long time. Shouldn't you be hanging out with the former Avengers and stopping aliens?  
  
Spider-Man: Yeah, like that's gonna happen anytime soon. Anyway, surrender the alien and I promise not to be rough.  
  
Black Cat: Oh, but you should know me by now, Spider-Man. (leans in and whispers in his ear) I like it rough. (kicks him in the stomach)  
  
They trade blows. Spider-Man attacks from high, while Black Cat defends from low. She flings him over her shoulder and he lands into the container, knocking it off the rooftop.  
  
Spider-Man and Black Cat: NO!  
  
The container hits the ground with a crash. Spider-Man's eyes widen. Unbeknownst to them, the lifeform slivers into the shadows, hopefully never to be seen again. Black Cat walks away and jumps off the roof. Spider-Man swings after her. After three minutes of what seemed like an endless chase, he webs her to the roof of a building. Spidey lands beside her, ready for anything.  
  
Spider-Man: That goo belonged to a friend and you stole it. Why?  
  
Black Cat: If I didn't, my mother would get murdered. I got in too deep in a heist and the guy I was trying to steal goo for caught me in the act. He had every contingency in place, meaning I couldn't get away. He told me to steal that goo for him otherwise my mom would be blown away.  
  
Spider-Man: Who told you to do it? Doc Ock? Hammerhead? Please tell me it wasn't Count Nefaria.  
  
Black Cat: He didn't show his face but he sounded like an old man. Nobody you would know. I swear, Spider, this is all I know.  
  
Spider-Man, after a brief silence, releases her and sits at the edge of the roof.  
  
Spider-Man: Just go. Don't steal from anyone I know again. I'll know if you do.  
  
Black Cat: Thank you.  
  
She runs off while Peter wallows in sorrow. We cut to later as Peter lies on his bed, looking through photos of his childhood. Gwen enters.  
  
Gwen: P, I heard about what happened.  
  
Peter: Yeah, it was either that or he gets killed. No matter what choice I make, someone I care about suffers.  
  
Gwen: (sighs) Come on, we're going out.  
  
Peter: Where?  
  
Gwen: The one place to help clear your head.  
  
We cut to them watching J.J. Abrams' Star Trek at the local cinema.  
  
Peter: (whispers) Thanks, Gwen.  
  
Gwen: (kisses him on the lips, whispering) You're welcome.  
  
Meanwhile, in the sewers, the alien goo crawls around by itself before spawning another being like itself. It continues to spawn more lifeforms as we fade to black.  
  
To be continued...

**Notes for the Chapter:**

> Next time, Spider-Man fights Mysterio over The Tablet Of Order And Chaos, leading to encounter with a familiar universe.


	4. Transdimensional Web

We open with Robbie Robertson looking at the latest Spider-Man photos Peter emailed from last night. Ned enters.  
  
Ned: What's up, Mr. Robertson?  
  
Robbie: I just received new photos from this Parker kid.  
  
Ned looks at each one.  
  
Ned: I have to say the third one is my favourite.  
  
Robbie: Good. Run with it.  
  
Ned: I'll see what I can do. By the way, you ever think of hiring this Parker guy?  
  
Robbie: I'm considering it. Why, afraid of a little competition?  
  
Ned: No, I just want to thank him for supporting our paper.  
  
Robbie: Same here. I hope he's enjoying his success, wherever he may be.  
  
We fade to Midtown the following day as we see Peter is just finishing school for the day. He is reading today's version of The Pulse, seeing his photo making the front page.  
  
Peter: You're welcome, Guys.  
  
Just then, Flash approaches him.  
  
Flash: Hey, Parker!  
  
Peter: Flash, can I help you?  
  
Flash: Yeah, about that... How good is your science?  
  
Peter: One, it's great but Ava is starting to show me up. And Two, do you need me to tutor you?  
  
Flash: Well one, I do need your help because if I fail, I won't be able to play Saturday's game against ESU. And two... Really, Ava is beating you? She only started going here a few months ago.  
  
Peter: She tells me she's a quick study. (a purple cloud catches Peter's eye) Do you want to meet at my house or yours?  
  
Flash: Mine. It's handier. But It wouldn't hurt to see your aunt for old times sake.  
  
Peter: (leaving) Okay, see you at half seven!  
  
As Peter ducks into an alley and changes, we cut to an deteriorating building. We cut to The Museum from the previous story as a man in a green suit with a fishbowl for a head crashes through the skylight. This is Mysterio. He walks towards a tablet surrounded by security lasers.  
  
Mysterio: (raising his hands and aims at the source of the lasers) Onemogućite ove magiju!  
  
Spider-Man: You sure know your Latin, Bubblehead!  
  
Our villain turns to see Spider-Man.  
  
Mysterio: So you're the pest that's been hounding the likes of Doctor Octopus and White Dragon.  
  
Spider-Man: And don't forget the everlasting Paste Pot Pete! Though I think he goes by Trapster now. Eh, think I'll stick with Pete. Seems easier.  
  
Mysterio: They were rejects while you face The Mighty Mysterio! (as a magical rune appears before him) Zmije tame, istupi!  
  
Spider-Man cowers at two cobras, which are the same height as Spider-Man.  
  
Spider-Man: What is it with bad guys and snakes?! (avoiding being bitten by dodging and jumping) And WHY did it have to be snakes?!  
  
Mysterio grabs what he has come for, The Tablet of Order And Chaos. An ancient artifact that can bend the laws of reality and, unbeknownst to Mysterio, is one of The Infinity Stones. The tablet glows red as soon as Mysterio touches it.  
  
Mysterio: Finally, I can bring my master back from The Dark Dimension!  
  
Spider-Man: (landing a kick to the back of Mysterio's head, causing the villain to fall over) Like that's gonna happen. Plus, you'll probably damage our realities wallpaper.  
  
The Tablet hits the ground and starts shaking. Spider-Man and Mysterio look in shock. A portal appears, shooting lightning everywhere, and sucks Spider-Man and Mysterio into it. As they are sucked into the portal, Doctor Strange arrives.  
  
Doctor Strange: BECK!  
  
Spider-Man: DON'T FORGET ME, DOC!  
  
The portal disperses. We see Spider-Man and Mysterio fall down an endless tunnel.  
  
Spider-Man: Trippy.  
  
Mysterio: It appears your meddling is sending us to an alternate universe.  
  
Spider-Man: There's so many. Look, there's one where I'm dating Liz Allen (The Spectacular Spider-Man Cartoon). Weird. There's a universe where I- (stops talking when he sees his tombstone from Earth-1610). I guess that's an evil version of me (Superior Spider-Man). Wait, is that a cartoon pig(Spider-Ham)?! Oh my God, I'm a monkey (Spider-Monkey)! I'm a chick with red hair in that universe (Spider-Girl), apparently.  
  
Their journey stops when they arrive in one of the main inspirations of Earth-1616: Earth-92131. They land on the rooftop of this universe's Empire State University. Spider-Man looks over the entire city in awe.  
  
Spider-Man: This. is. AWESOME! I CAN'T BELIEVE I'M IN A DIFFERENT UNIVERSE! OH, I SHOULD TAKE PICTURES! (gets blasted by Mysterio, and hits the ground)  
  
Mysterio: (walking towards his foe, preparing another energy bolt) I don't know what's going on but I intend to get back home and resume my mission. I don't think I have any need for dead weight.  
  
As Mysterio is about to fire, he gets sent flying in the air via a kick from a muscular shadowy figure.  
  
???: Mysterio, been a long time! Last I checked you sacrificed yourself to save me and Mary-Jane.  
  
Mysterio: (dazed) What? Who are-? (snaps out of it) Oh, not another one of you! (as mist envelopes him) Teleportacija!  
  
Mysterio is gone. Spider-Man begins to recover as the stranger gets into a pose.  
  
???: So that's not Mysterio. Now, who are you?  
  
Spider-Man: Oh, I'm Spider-Man. (gets his mask spattered with a web projectile) God, this is stickier than mine!  
  
???: I'll ask again, who are you?  
  
Spider-Man: (removing his mask) I'm Peter Benjamin Parker, son of Richard and Mary Parker, nephew of Ben and May Parker, and I'm Spider-Man. Well, Spider-Man from another Earth.  
  
The figure steps out of the shadows and removes his mask, revealing himself to be Spider-Man.  
  
Spider-Man 92131: Well, Spider-Man, welcome to my reality.  
  
Spider-Man: Ho-ly crap, this is cool. Uh, why are you overmuscled?  
  
Spider-Man 92131: Overmuscled? What do you mean?  
  
We cut to Fisk Tower. Mysterio appears before the Wilson Fisk of this universe and his crony, Landon.  
  
Kingpin 92131: Mysterio, alive?!  
  
Mysterio: Hello, Mr. Fisk. I'm Mysterio and you're probably not gonna believe what I'm about to say.

After Mysterio says that, we fade to the two Spider-Men entering Earth-92131 Peter's house. They are greeted by Mary Jane's counterpart.  
  
Mary Jane 92131: Well, this isn't what I was expecting.  
  
Spider-Man: Who are you?  
  
Spider-Man 92131: Hi, honey, I'm home. Hope you don't mind the company.  
  
Mary Jane 92131: Not at all. Is he a fan?  
  
Spider-Man 92131: No, he's me from a parallel Earth.  
  
Mary Jane 92131: Is he like that other one that was here months ago?  
  
Spider-Man 92131: No, this one isn't as foulmouthed as that one. Hopefully.  
  
Mary Jane 92131: (offering a handshake) Nice to meet you. I'm Mary Jane, your wife in this reality.  
  
Spider-Man: My-. WHAT, I'M MARRIED IN THIS UNIVERSE?!  
  
Spider-Man and Mary Jane 92131: It's a long story.  
  
Spider-Man: Wait, if you're married and living here then where's Aunt May?  
  
Spider-Man 92131 lowers his head as we pan over to a picture of Aunt May from this universe.  
  
Spider-Man: Oh, I'm sorry. I didn't mean-.  
  
Spider-Man 92131: Hey, don't worry about it. Anyway, my story probably began the same way yours did. I got bite by a radioactive spider-.  
  
Spider-Man: Mine was genetically altered. Super soldier stuff. Then you let a perp get away and Uncle Ben got killed.  
  
Spider-Man: Yeah, that taught me that with great power, there must also come great responsibility. Then came my first fight with a supervillain calling itself The Lizard.  
  
As Spider-Man 92131 told his story, we cut over to Fisk Tower. Mysterio is building a device similar to the one created by a villain from this world called The Spot.  
  
Kingpin 92131: So, Mysterio, do you mind if I ask about my counterpart in your world?  
  
Mysterio: In my world, you ruled New York with an iron fist. Then after being bested and defeated by Daredevil, you paid for your crimes. From what I hear, you've had a change of heart. It could be a rouse but who can really say?  
  
Landon 92131: Mysterio, the device is nearly ready. I warn you that this backfired on us before and we lost a good asset.  
  
Mysterio: Now I will succeed where he failed. (as runes appear around the device) Oh sjajno Dormammu, molim vas da odobrite ovaj ureðaj moć da ostvari cilj!  
  
Kingpin and Landon stare in amazement at what they see. The portal device glows with purple energy from The Dark Dimension. Mysterio, beneath his helmet, smiles in a sadistic way. We cut to our heroes.  
  
Spider-Man 92131: And when I saved The Multiverse, Madame Web helped me find MJ. Turns out, she was in a Victorian Era world where Carnage was Jack The Ripper. Then, we got married for real, and now we're awaiting our first child.  
  
Spider-Man: Man, this is a lot to take in. I only started 7-8 months ago in my world and you've don a ton of things I could never dream of doing. I hope to be a great hero to live up to our name.  
  
Spider-Man: 92131: (smirking) Kid, you're already doing it. As long as you're out there saving people, you have my blessing.  
  
Both of the Spider-Men looks out to see a portal appear in the sky. Spider-Man 92131 recognizes that kind of thing before. They both nod at each other and swing off for Fisk Tower.  
  
Mary Jane 92131: Be safe, you two.  
  
We cut to Fisk Tower. At least two dozen guards surround Mysterio.  
  
Mysterio: Fisk, we will be seen as gods when all is said and done.  
  
Kingpin 92131: Yes and it will be all thanks to you, Mysterio. I will admit that you're a much better version of our Mysterio when he passed away fighting Spider-Man.  
  
Mysterio: And I won't fail as he did.  
  
Spider-Man: (landing beside them) I dunno. Did your Mysterio have a bubble for a head?  
  
Kingpin 92131 & Mysterio: Spider-Man?!  
  
Spider-Man 92131: Really, Fisk, you're trying this again? You do remember what happened to The Spot, right?  
  
Spider-Man: "The Spot"? Man, your villains are weird.  
  
Spider-Man 92131: Kid, you deal with your baddie and I'll dealt with mine.  
  
Spider-Man: My baddie? We just met.  
  
Mysterio musters energy blast and starts firing them at Spider-Man. Spider-Man 92131 faces Kingpin 92131.  
  
Spider-Man 92131: Been a while since we fought, Tubby.  
  
Kingpin 92131: And I assure you, it will be our final encounter, Spider-Man.  
  
Kingpin runs at the seasoned hero, who jumps over him. Spider-Man 92131 fires multiple impact-webbing projectiles at Kingpin 92131, causing the villain to become stuck to a wall. We cut over to the fight against Mysterio. Spider-Man takes out the guards and heads towards the sorcerer. Spider-Man 92131 leaps and grabs the portal device, therefore saving his dimension.  
  
Mysterio: NO!  
  
Spider-Man: (landing a punch that sends Mysterio flying into a pillar) Yes.  
  
Our heroes give each other a high-five then turn to face Landon.  
  
Landon 92131: I do not wish to get involved, Spider-Man.  
  
Spider-Man: Too bad, ugly. You're gonna send us back home.  
  
Landon 92131: I'll tell you how to set the coordinates and then you leave.  
  
Spider-Man 92131: Fair enough, Herbert.  
  
We cut to our heroes swinging around the city with Mysterio in tow. They swing past The Daily Bugle to Jameson's surprise.  
  
Jameson 92131: Oh great, now there's two of him!  
  
They land outside the abandoned house that belonged to an old ally of Spider-Man 92131.  
  
Spider-Man: Why here?  
  
Spider-Man 92131: Old home of an old friend, who I hope is watching over us. It was nice meeting you, kid.  
  
Spider-Man: I get a feeling we'll see each other again.  
  
Spider-Man 92131: If we do, I hope the world won't be at stake. And good luck.  
  
Spider-Man: And congratulations on being a father.  
  
Spider-Man presses the button and a portal appears. On the other side, we can see Doctor Strange. Spider-Man walks through and the portal dispenses. We cut back to Earth-1616.  
  
Doctor Strange: Thank you, Spider-Man. I've been after Beck for a long time.  
  
Spider-Man: (looking at The Tablet of Order and Chaos) What about The Tablet?  
  
Doctor Strange: (lifting The Tablet and starting to drag Mysterio) I'll give it to someone that can take care of it. It's not wise to have multiple Infinity Stones in the same location.  
  
Spider-Man: Fair enough, even if I don't know what an Infinity Stone is. So... do you think there aren't any changes to our reality of any kind?  
  
Doctor Strange: If there were, I would deal with it.  
  
We cut to...  
  
**Paris, France**  
  
We are in a bedroom. We see a young girl, sleeping as her mother calls her.  
  
???: Marinette! You'll be late for school!  
  
Marinette: (waking up in shock) What-?! Oh, I'll be right down, Mom!  
  
Marinette runs out of her room with her bag in tow as we cut to black.  
  
To be continued...

**Notes for the Chapter:**

> Next time, Spider-Man Vs. Scorpion!


	5. Where Is Thy Sting?

We open with Jameson in his office meeting with Xanatos. Jameson lights up a cigar.  
  
Jameson: Mr. Xanatos, why the hell are you here?  
  
Xanatos: To talk sense into that head of yours, John! Why are you blaming Spider-Man when he saved the lives of people in this world and a different reality?  
  
Jameson: Because he's in cahoots with those lunatics out there! What part of that do you people not get?! Also, "different realities"? Son, you should know that you only get that crap in Stargate or Timesliders or whatever is on television these days.  
  
Xanatos: Just lay off the guy's back, John. That's all I'm asking. (sees something outside) John!  
  
Just then, a guy in a green high tech suit with a stinger tail crashes through the window. His eyes are fixed on Xanatos as he grabs the unconscious Jameson by the collar.  
  
???: Are you Mr. Xanatos? Good. My name is Scorpion and I'm looking for someone.  
  
Xanatos: Why would I-? (gets stabbed in the shoulder by Scorpion's tail)  
  
Scorpion: Because now you only have 3-4 hours left to live. Now where is Spider-Man?  
  
We cut to Peter on a date with Gwen. Mary Jane has just left them their order, which is two coffees with a side order of chips.  
  
Peter: (sighs in relaxation) I love Saturdays. No work, no school, and no interruptions.  
  
Gwen: (kicking him under the table, laughing) The feeling is mutual, P. How is Eddie?

Peter: I'd rather not talk about it. He's still bitter after the alien goo got taken. It's the only thing that our dads left him with.

Gwen: I'm sure you two will make up sometime.

Peter: Maybe. So, how are things at home?

Gwen: Well, things haven't been easy but we're managing.

Peter: I heard your mom wants to leave.

Gwen: (looking down) Yeah, she feels saver going back to France and wants us to leave with her. I don't blame her after what happened to dad.

Peter has a brief flashback to that moment. He also remembered wanting to quit being Spider-Man but he didn't want anyone else to suffer the same fate. He takes a deep breath and places his left hand on Gwen's right hand.

Peter: Gwen, there's something I need to tell you.

Gwen: What is it?

Peter: I've been meaning to tell you from the beginning. I'm-. (something catches his eye)

We are shown what Peter sees. It is Scorpion on TV.

Scorpion: Spider-Man! I know you're watching this! Come and face me! Meet me at The Oscorp Power Plant alone otherwise your fanboys won't survive.

Peter sees Xanatos and Jameson in the background. He gets up and leaves.

Gwen: Peter, where are you going?

Peter: Something came up, Gwen. I gotta go. I'll make it up to you somehow. (exits the cafe)

Mary Jane walks over to Gwen.

Mary Jane: Is he always like that?

Gwen: No. _Not until after that trip to Oscorp and his uncle's passing._

We cut to Spider-Man arriving at the power plant. He crawls along the huge furnance pipe. He is preparing for whatever the first surprise is. His spider-sense goes off as Scorpion burst from the pipe below Peter, who leaps forward a bit to avoid a collision. Scorpion stands before his foe and charges.

Spider-Man: A Scorpion, really?! Can I just once fight a villain with a dog gimmick or is that too hard, God?!

Scorpion: Heh, he said you were good and overconfident.

Scorpion launches punch after punch. Spider-Man tries to jump away but gets whacked by Scorpion's tail. Spider-Man hits the ground hard.

Spider-Man: (groaning) Ow.

Scorpion: We've only started your daily dose of pain. Just as my employer wanted.

Spider-Man gets up and punches off Scorpion's mask to reveal a bald kid with grey eyes and a scorpion tattoo on the left side of his face.

Spider-Man: Mark Gargan?

Scorpion: How do you know my name? Hmm, the boss did say you were friends with Parker after he got me out of Juvenile Hall. Maybe I should go rough up his aunt.

Spider-Man, hearing that, punches Scorpion in the stomach, lands a sidekick to the face, leaps over the villain, grabs the tail and flings him into a truck. The driver appears.

Driver: I don't think my insurance is gonna cover that.

Spider-Man walks over and flings Scorpion over to Xanatos and Jameson's position.

Jameson: Spider-Man?! I shoulda known you were behind this!

Spider-Man: Relax, Picklepuss, I'm saving your life. A "thank you" would be nice.

Jameson: (being freed) Suuure, and I'm J.K. Simmons! When this is done, you'll pay this Scorpion guy for whatever your goal was and-. (gets sent flying by Scorpion's tail)

Scorpion: He really loves to run his mouth, doesn't he?

Spider-Man & Xanatos: You've no idea.

Xanatos: He's a great guy once you get to know him.

Spider-Man and Scorpion: (while starting to trade blows) I doubt that.

Spider-Man goes for high attacks while Scorpion strikes from down low. Scorpion is able to gain the upper hand and overpowers Spider-Man, who gets knocked to the ground. Scorpion aims his tail at Spider-Man's throat.

Scorpion: Y'know, my boss said to bring you back alive, but he never mentioned bringing you back in one piece.

We cut to a mysterious lab where we see an old man, Spencer Smythe, trying to contact Scorpion.

Smythe: Scorpion, come in! Mark, respond! He's not responding! _I can't believe I forgot to tell him to bring Spider-Man back in one piece!_

Scorpion pulls back his tail, ready for the killing blow, when he's hit with a jolt of electricity. He falls down, knocked out. Xanatos reveals that he had a taser with him. He starts to stagger.

Xanatos: Peter, Scorpion injected a poison in me.

Spider-Man: What?! Hold on, he must have an antitoxin! (starts inspecting Scorpion's suit)

Xanatos: (hitting the ground) Peter, hurry...

Spider-Man: (getting the cure) Got it!

With Scorpion unconscious, Peter goes over and injects the cure into Xanatos' arm.

Xanatos: Thanks, Peter.

Spider-Man: Can't believe Mark was capable of this. Who did this to him?

Xanatos: I think the real question is who was he working for?

As Xanatos asks that, we cut back to Smythe's lab, revealed to belong to Oscorp. A shadowy figure stands behind Smythe.

???: Well, Spencer?

Spencer Smythe: The Scorpion failed, sir. What should we do?

The figure steps out of the shadows to reveal Harry Osborne.

Harry: Now, we plan our next move.

We cut over to a workshop where a guy has his arm stuck in a vice grip. He hears the sound of someone sharpening a weapon. He turns his head round to see Punisher with an axe. He also sees a pile of bodies beside Mr. Castle, each with a tattoo of an owl.

Punisher: Tell me something. Would your family approve of all this shit?

Owl Gang Member: I don't have a family. They've moved on to a better place.

Punisher: (getting up, with the axe in tow) Well, you won't be joining them.

We cut to black. The last thing we hear is the axe blade connecting to the goon's neck.

Punisher: (off-screen) You're next if I see you, Spider-Man.

To be continued...

**Notes for the Chapter:**

> Next time, Peter and Punisher have their showdown, which will include a couple of twists.


	6. Crime And Punishment

We begin with Microchip in Punisher's hideout, working at a computer when a headline catches his eye. He hacks into The NYPD Database to find the report on Captain Stacey's death. He reads through it as Frank arrives in from his recent cleaning spree.  
  
Microchip: Frank, I've got something that might change your mind about Spider-Man.  
  
Punisher: Whatever it is, Chip, might not change my mind.  
  
Microchip: Sergeant Maza gains information from the Captain's daughter that Goblin chucked a large pile of rumble and flung it at her father. Spider-Man, in rage apparently, gave Goblin a nearly bloody beatdown. After Spider-Man left, her boyfriend arrived to be with her.  
  
Punisher: (while pumping a shotgun) Wait, say that again.  
  
Microchip: He arrived after Spider-Man left. So?  
  
Punisher: Does the report say if anyone saw this boyfriend enter the building?  
  
Microchip: No.  
  
Punisher: (beginning to put two and two together) What's his name?  
  
Microchip: According to this, Peter Parker.  
  
Punisher: Parker? My wife knew someone named Parker when she worked at the hospital. Yeah, I think it was Mary Parker.  
  
Microchip: Hold on, I'm pulling up a bio from Midtown High School. Huh, that would've been his mother. He's 14, best science student, works for XanaTronics part time.  
  
Punisher takes aim at a target at fires on it. After the last shot is fired, we cut to the next day as Peter and Gwen are in Peter's house, spending time watching The Empire Strikes Back.  
  
Darth Vader: Obi-Wan never told you what happened to your father.  
  
Luke: He told me enough! He told me you killed him.  
  
Darth Vader: No, I am your father.  
  
Gwen: WHAAAAAAT?!  
  
Peter: I know, right! Can't believe you've never seen this one.  
  
Gwen: I know Wrath of Khan is the best Trek movie but this movie, though, is the best of this franchise! I should've watched it sooner-! OhmyGod, Luke just fell to his death!  
  
Peter: He chose the way of The Jedi. That, in a way, was his great trial. That's a Jedi's way of becoming a Knight.  
  
Gwen: (kissing Peter) You're such a dork. And I love you for it.  
  
Peter: I know.  
  
They start kissing passionately. Gwen pins Peter then removes her top while Peter removes his shirt. They resume kissing until Peter's phone goes off. Peter, while still turned on, checks to see who's ringing.  
  
Peter: (moving Gwen away) Gwen, I have to take this.  
  
Gwen: Pete?  
  
Peter: Hey, Mr. Xanatos. Uh-huh. Uh-huh. (sighs frustratingly) I'll be right there. (hangs up) Gwen, I am so sorry.  
  
Gwen: No, it's fine.  
  
Peter: When I get back, we can pick up where we left off. (kisses her on the cheek)  
  
Gwen sighs as Peter leaves. Peter heads downstairs just to see Aunt May collapse onto the sofa.  
  
Peter: Aunt May, are you alright?  
  
Aunt May: Peter, I'm sorry. Just a bit light-headed after work.  
  
Peter: Do you need anything while I'm out like Paracetamol?  
  
Aunt May: No, it's fine. Really. I'm going out anyway. Go do whatever it is your doing.  
  
Peter: Okay, Remember to call me if you need me.  
  
Peter runs out of the house and heads down the road. Peter's Spider-Sense goes off and he looks around. He sees nothing.  
  
Peter: Weird. It's never done that before.  
  
Peter then hails a cab and gets in it. Unbeknownst to him, Frank Castle was hiding in a bush on the opposite side of the street. Frank decides to follow Peter to XanaTronics. We cut to Xanatos' office. Peter enters to see Xanatos looking out the window.  
  
Peter: Is everything alright, sir?  
  
Xanatos: Yes, Peter, everything is just fine. It's just I want to ask you something.  
  
Peter: Fire away.  
  
Xanatos: What do you know about your dad's project?  
  
Peter: Only what Eddie said and my dad's notes. Why?  
  
Xanatos: Just... wondering is all. Do you think it's still out there?  
  
Peter: It was destroyed. I told you about this, sir.  
  
Xanatos: Of course, I'm just double-checking.  
  
Peter: (as his spider-sense slowly tingles) Right... Sir, how's your son, Barry?  
  
Xanatos: Barry is fine. Thank you for your time, Peter.  
  
Peter: (quickly throwing a prototype spider-tracer on Xanatos once his back is turned) See ya, Mr. Xanatos.  
  
Peter leaves. Xanatos growls in frustration as he changes back into Chameleon. He goes to a wardrobe to reveal a tied-up Xanatos.  
  
Chameleon: Comfortable? Just so you know, I will find that alien. If I don't, I'll kill your family and employees one by one until I get what I want.  
  
We cut to outside. Spider-Man is listening on the roof with Owen.  
  
Owen: So what do we do now, Mr. Parker?  
  
Spider-Man: For now, I don't know. I think it's best if we act like everything is normal. Make sure this guy goes nowhere near the labs.  
  
Owen: And if he does?  
  
Spider-Man: We take him down.  
  
An explosion goes off nearby.  
  
Owen: (running to look at what's happened) That was Chinatown. I take it you're going to-. (sees that Spider-Manhas gone) Hmm, like father like son.  
  
We then cut to the source of the explosion as Spider-Man is staring in shock as conscious thugs from The Dragon's Claw are hanging from meat hooks.

Spider-Man: Jesus. What the hell happened here?

He hears a goon groaning. He runs to the goon, who is lying on the carving table with three fingers cut off recently from his left hand.

Spider-Man: Hey, what's going on?

Goon: (coming out of his trace) Spider-Man?! 

He gets up only for Spider-Man to web his feet to the ground.

Spider-Man: What happened?

Goon: What's it look like? The frickin' Punisher, man! He's-! (falls to the ground as someone shoots him in the kneecaps.

Spider-Man turns but gets shot in the right shoulder and then knocked out as we cut to black. We fade to later as we see Spider-Man coming around after he hears the goon he met earlier screaming as Punisher rams his head onto a meat hook.

Punisher: Soon as I deal with Spider-Man, your boss is next.

Spider-Man tries to move but it's revealed that he is chained up to a support beam.

Punisher: Oh, you're awake? Now, kid, I want to ask you a few things.

Spider-Man: Sorry but you're coming on to me pretty fast, dude. (gets decked across the forehead)

Punisher: That was a warning, kid. Next strike will be a bullet to your head.

Spider-Man: So... what do you want, my WiFi Password?

Punisher: I want to know if you caused Captain Stacy's death. Right now, you've not shown any sign of innocence.

Spider-Man: Look, I didn't kill him. Osborne did. Anybody with a brain could see I didn't do it.

Punisher: And why did Osborne kill him, I wonder?

Spider-Man: To get me to kill Osborne and make me cross the line!

Punisher: I'm sure you've nearly crossed it before. Am I right?

Spider-Man: (remembering the night his uncle died, quietly) Yes.

Punisher: What was that?

Spider-Man: I've nearly crossed it before to avenge someone I know but that wouldn't bring that person back.

Punisher: (pulling out a pistol) That's all I needed to hear. Time to die.

Spider-Man: (breaking free from the chains and jumping away) Sorry but I vote for a stay of execution!

Punisher opens fire on the young hero, missing each time. Spider-Man jumps out a window and swings down the street. Just when he's halfway down, a bullet from a sniper rifle goes through his left shoulder, badly damaging The Iron Spider suit. Spider-Man screams in pain as he hits the ground. He looks up to see people looking at him, including Aunt May.

Spider-Man: _Aunt May? Nononono, she can't be here!_

His spider-sense goes off as several bullets head his way. He quickly jumps out of their impact points... but a bullet goes into his right leg as Punisher fires another bullet.

Punisher: Next time, I won't miss.

We now cut over to XanaTronics where we see, uh, Peter working at his computer in his lab?

Peter: Where is that file? Damn it! It must be here!

Peter then notices a file called Dad's Project. He clicks on it to see all of Richard Parker's notes on The Black Goo. Peter pulls out a flashdrive, inserts it into the computer, and starts to copy all of it onto the drive. Then Mary Jane comes in.

Mary Jane: Hey, Peter.

Peter: ... Yes, how may I help you?

Mary Jane: I was coming to see Eddie but He wasn't in his lab. I noticed you and decided to chat. How are you and Gwen?

Peter: We're good. Why do you ask?

Mary Jane: Well, you do walk out on your dates for no reason.

Peter: I have... other things to tend to.

Mary Jane: What other things? What're you doing anyway? Peter, look at me when I'm-.

Just then Peter quickly gets up and kisses MJ on the lips. Wait what?! Well... shit. Oh, let's cut back to the fight. Punisher walks up as Spider-Man struggles to stand. Aunt May stands between Punisher and Spider-Man.

Punisher: Ma'am, get out of my way.

Aunt May: So you can hurt this young man? Not on your life.

Spider-Man: (weakly) Miss, it's alright. I can handle-. Agh!

Punisher: One last chance.

Spider-Man, sensing Punisher squeezing the trigger, runs past May and tackles Punisher. Spider-Man starts beating Punisher but Punisher throws him off.

Spider-Man: You were gonna shoot a woman just to get to me?!

Punisher: She was in my way! And I'd do it again!

Spider-Man runs and starts trying to hit Punisher, who dodges every time. Punisher starts landing hits to Peter's wounds but also fights more dirty. He and Spider-Man trade blows but Punisher gains the upper hand with moves Peter can't counter.

Spider-Man: Were did you learn to fight, China?

Punisher: (putting Spidey in a headlock) Afghanistan. Were did you learn to fight?

Spider-Man: A wrestling ring.

Punisher then knocks Peter to the ground. He pulls out his gun and aims it at Spider-Man. We zoom in on Spider-Man as Punisher fires. But, to Spider-Man's surprise, the bullet doesn't hit him. To his shock, however, he looks up to see who Punisher shot instead. It was Aunt May, bleeding badly from her her right waist. She hits the ground. Spider-Man gets up and crawls over to her.

Spider-Man: NOOOOOOOOOOO!!! (puts pressure on the bullet wound) Stay with me! Someone, call for an ambulance now! Mrs. Parker, stay with me! I can't loose you too!

The police arrive and set their sights on Punisher.

Maza: Frank Castle, surrender or we will shoot you.

Frank throws a smoke grenade at the police and disappears into the nearby alleyway. Spider-Man stays with Aunt May until Maza walks over to him.

Maza: (whispering) Peter, you need to get out of here.

Spider-Man: Not until the ambulance gets here.

Maza: I meant out of that metal suit.

Spider-Man: Oh, right. Sorry.

Spider-Man swings down the street and changes into his civilian clothes once he ducks onto a nearby rooftop. Peter runs back as the ambulance pulls up.

Peter: Aunt May? Nonononono, what happened?

Maza: She tried to save Spider-Man from being killed by Punisher. Luckily, she's stable.

Peter then gets into the ambulance to be with his aunt. The ambulance drives off to the nearest hospital as we fade over to Eddie walking down to Xanatronics. He sees Mary Jane with her head down.

Eddie: Everything alright, babe?

Mary Jane: Eddie... Peter kissed me.

Eddie: He what?

Mary Jane: He kissed me. I don't know why but he did.

Eddie looks down to the ground. He balls up his fist in anger.

Eddie: _Peter, whenever I see you next, you're dead._

Eddie walks off as we cut to black.

To be continued...

**Notes for the Chapter:**

> Next time, we get an aftermath chapter dealing with the events of this chapter that ends with the return of The Symbiote.
> 
> And the fate of Emily Osborne (which is going to be different in this version as opposed to what I have written on DeviantArt).


	7. Paint It Black

We open with Peter sitting beside his aunt.  
  
Peter: Aunt May, I am so sorry. It's my fault that you're here.  
  
Gwen walks in.  
  
Gwen: Peter, I heard what happened. How is she?  
  
Peter: They say she might recover but it will take time. (gets up and punches the wall, leaving a huge hole) AGH, DAMMIT! I should've been with her!  
  
Gwen: P, you might've been shot instead... (notices Peter struggling to stand) What's wrong?  
  
Peter: It's nothing, Gwen.  
  
Gwen: Peter Benjamin Parker, what is wrong? Look at me, Peter!  
  
Peter gets up and shows Gwen his bullet wounds.  
  
Gwen: Oh my God! Peter, you were shot?!  
  
Peter: I'm fine.  
  
Gwen: You're shot so you're not "fine"!  
  
???: He's not gonna be fine when I'm finished.  
  
Eddie walks in.  
  
Peter: Eddie-? (gets punched across the jaw)  
  
Eddie: Stay the hell away from me and my girl! You hear me?! (kicks Peter)  
  
Peter: What the hell do you mean, Bro?!  
  
Eddie: You kissed my girlfriend!  
  
Gwen: What?!  
  
Peter: Eddie, what are you talking about-? (gets shoved into the wall)  
  
Eddie: MJ told me she saw you at XanaTronics and made out with her! You're the worst fuckin' friend I ever had!  
  
???: Edward Brock Jr.  
  
Eddie looks to see Aunt May, awake and glaring at him.  
  
Eddie: Mrs. Parker? What happened?  
  
Peter: (punching Eddie so hard that he shatters a few ribs) My aunt and I were shot by Punisher and you come in here, accusing me of hitting on your girl?!  
  
Eddie: (coughs up blood) Peter-.  
  
Peter: (throwing Eddie into the hallway) Stay the hell away from me, Brock!  
  
Eddie picks himself up and leaves.  
  
Aunt May: Peter?  
  
Peter, realising what he's done, runs out of the room and heads for home. He can hear Gwen calling him but he blocks it out. He arrives back home a half-hour later. He's crying on his bed. We cut to Punisher's hideout, taking his anger out on a punching bag. Microchip watches.  
  
Microchip: Frank, you okay?  
  
Punisher: I shot an innocent woman because of that kid! Stupid! So God damn stupid!  
  
Microchip: Frank, I got a lead on that crook called, uh, Doctor Octopus.  
  
Punisher: (taking deep breaths) Okay, Chip. Show me what you got.  
  
Microchip: He's hiding out somewhere in Hell's Kitchen. Where exactly, I don't know but I can look up the database on people that moved in recently.  
  
Punisher: Tell me when you get something. I wanna be alone for a while.  
  
Microchip: Okay, Frank.  
  
Microchip leaves as Punisher lies down on the floor. We cut to Peter, listening to the radio while [this song plays conveniently](https://www.deviantart.com/users/outgoing?https://www.youtube.com/watch?v=O4irXQhgMqg) as Harry walks in.  
  
Harry: Peter, I heard what happened.  
  
Peter: Harry, I just want to be alone.  
  
Harry: I just want to know what it's like.  
  
Peter: No, you don't. Harry, your father murdered Gwen's dad-.  
  
Harry: And I watched him nearly kill my mom.  
  
Peter: What?  
  
We get a flash of white as Harry treats us to a flashback to events that happened before and during the second episode of the first story (Continuity! Boom!)  
  
Harry: Dad was stressed out when Xanatos met him when we went on that trip to Oscorp. He never stopped working and Mom confronted him about not spending time with me and her. He was angered by her tone. He said that she was conniving with Stark, Xanatos, and some other guy named Jim McGrath. I walked in as he lashed out at her. I tried to break them apart but Dad knocked me aside. That caused him to snap back to reality but the damage was already done. Mom wanted a divorce after seeing me almost get hurt. She walked out the doors of our penthouse, never to come back. That was the last time I ever saw her, the only person that ever cared about me. After that, it's been me and Dad until he got lobotomized.  
  
We fade back to Present Day.  
  
Harry: I know what it's like to loose family Pete. That's why I came here. To tell you that I'm here for you because you're the friend that I trust the most.  
  
Peter: Harry, I'm sorry. I didn't-.  
  
Harry: It's fine. I just wanted to let you know that I'm there for you, your aunt, and Gwen. Get better soon, pal.  
  
Harry leaves. Gwen tries to ring Peter but he ignores her calls, wanting time to himself.  
  
Peter: Punisher, somehow I will make you pay for what you've done.  
  
He listens for news about Punisher to no avail. Peter goes to sleep after a while. While he's asleep, something opens his window. It is the alien symbiote. Drawn to Peter's anger, it crawls from the window, across the room floor, and onto Peter's bed. It then starts to bond with Peter, encompassing him until there's nothing but a black figure and also heals his bullet wounds. We fade to black.  
  
We cut to inside Peter's head. He's running from something. He ducks into an alleyway. He looks up to see a huge black thing with long white teeth chasing him.  
  
Peter: (jumping away onto the side of a building) Stay away from me!  
  
The creature fires tendrils at Peter. One tendril grabs Peter by the neck and pins him to the ground. The tendril begins to form a giant hand as the creature enlarges.  
  
Peter: Let me go!  
  
Creature: Become one with us and you will have vengeance.  
  
Before it can do any harm, a giant version of Peter's suit arrives and tries to save Peter.  
  
Spider-Man Suit: Leave him be!  
  
Creature: He will belong to us. We will bond!  
  
Spider-Man Suit: Over my dead body!  
  
Creature: That is acceptable and can become a reality!  
  
The suit struggles and lets Peter go. The black creature then eats Peter as we are treated to a black screen as Peter screams.   
  
Peter: (waking up) Wha-? Where am I? And what am I wearing?  
  
We zoom out of the darkness to see Spider-Man, hanging upside down from a webline and wearing a [black suit with a white spider on it](https://www.deviantart.com/users/outgoing?https://vignette.wikia.nocookie.net/marveldatabase/images/6/64/Amazing_Spider-Man_Vol_1_539_Textless.jpg/revision/latest?cb=20070205185406). He stares at his reflection.  
  
Spider-Man: This suit... Where did this come from? Something feels different. This new power... It feels... It feels great!  
  
He then lets go off the webline, falling towards the pavement. At the last second, he fires a webline and swings across the entire street in one swing. He lands on a roof and looks back at the street, laughing.  
  
Spider-Man: New suit, I don't know where you came from but I freakin' love you!  
  
We zoom out as Spider-Man swings off for home. We follow him as if we're swinging with Spider-Man for a while as he stops after he lands outside his room. We now fade to black as Peter enters through the window.  
  
To be continued...

**Notes for the Chapter:**

> Next time, Peter takes on Punisher again in his new suit and we start to see a few changes in his attitude.
> 
> Also, Daredevil.


	8. Punishment After The Crime

We begin with a robbery being committed by five guys. They take a hostage.  
  
Goon 1: Any of you call the cops and she gets it!  
  
They make their way to a black van. From a rooftop, White Tiger, [in her third costume](https://www.deviantart.com/users/outgoing?https://vignette.wikia.nocookie.net/marveldatabase/images/2/26/Ava_Ayala_%28Earth-12041%29_from_Ultimate_Spider-Man_%28Animated_Series%29_Season_3_4_002.png/revision/latest?cb=20140730024727), watches. She throws a dagger into the right kneecap of the last goon.  
  
White Tiger: Nobody ever tell you that's no way to treat a lady?  
  
Goon 2: Boss, it's White Tiger!  
  
"Boss": Then make that bitch bleed, you bloody idiot!  
  
They start firing hot lead at the young heroine, who leaps down and takes cover behind a car. The shooting doesn't stop until a web line attaches itself to the front of a gun and pulls Goon 1 several feet in the air. White Tiger looks to see Spider-Man descend from the sky.  
  
Goon 2: The hell are you supposed to be?  
  
Spider-Man: Spider-Man.  
  
Goon 1: Right, and I'm Kamen Rider Black!  
  
Just then, the goon's boss steps out revealing himself to be Vulture.  
  
Vulture: Spider-Man? You don't look like him.  
  
Spider-Man: Thought it was time for a change of threads.  
  
Vulture: Guys, get out of here.  
  
Goon 2: Boss?  
  
Vulture: Let the hostage go and head to base. He's mine.  
  
Vulture fires blades from his wings at Spider-Man, who jumps over them. Spider-Man fires a tendril at Vulture's face and drags him forwards so Spider-Man can land an uppercut. Vulture takes to the skies.  
  
Vulture: This ain't over, Bug-Boy! (flies off)  
  
Spider-Man lets out a sigh of relief.  
  
White Tiger: Pete?  
  
Spider-Man: Hey.  
  
White Tiger: Is this a new look?  
  
Spider-Man: Eh, I thought I could use one.  
  
White Tiger: (nodding) Not bad. Do you think we should go after them?  
  
Spider-Man: Thanks, Ava, but I got this.  
  
White Tiger: Wait, are you okay?  
  
Spider-Man: Yeah. Why?  
  
White Tiger: I heard about what happened with Castle. I'm sorry.  
  
Spider-Man: Thank you. I suggest you split before the cops get here.  
  
Spider-Man leaps in the air and swings off after Vulture. We cut to Vulture landing inside his hideout where we see a lot of guys working on different kinds of tech.  
  
???: Have fun out there, Adrian?  
  
From out of the shadows, Doctor Octopus walks towards his partner with Electro.  
  
Vulture: I know you said not to go public but we needed money to get tools and other shit.  
  
Doctor Octopus: Max would've got us money thanks to his new abilities.  
  
Vulture: When are you gonna stop treating Light Bulb like a kid and let him make his choices?  
  
Electro: Because I need help and the only way we're gonna get what we want is by trusting the Doc.  
  
Doctor Octopus: Thank you, Maxwell. I also notice that Spider-Man is wearing a new costume?  
  
Vulture: Yeah, but don't underestimate that guy. That suit is freakin' weird.  
  
Spider-Man crashes through the skylight and lands in the middle of the room.  
  
Spider-Man: My suit is freakin' weird? Michael Keaton called. He wants his wingsuit back.  
  
Everyone jumps from their stations and point their guns at Spider-Man, who politely gets down on his knees... then shoots tendrils out from every part of his suit to knock nearly all of the goons out.  
  
Spider-Man: Ock, it's been a long time.  
  
Doctor Octopus: Indeed, Arachnid. Long before that alien invasion I believe.  
  
Spider-Man: Yeah, that was rough. Still, got to fight with the big boys for once.  
  
Doctor Octopus: And I assure you that you won't live to do so again-.  
  
A bullet whizzes through and hits a goon in the head. Then Punisher, in his car, smashes in through the doors. He gets out his guns.  
  
Punisher: What up, fags?  
  
Random goon: Crap, Punisher's here!  
  
The open fire but Punisher hides behind a pillar. Doctor Octopus, Vulture and Electro take their leave. A goon notices this before being sucker punched by Spider-Man. Punisher jumps out, firing on the seven goons that are shooting at him, and kills all but one of them who shoots himself in the head. Punisher shoots a goon about to kill Spider-Man.  
  
Spider-Man: (growling) You...  
  
Punisher: Nice update. Too bad it's your last.  
  
Spider-Man: (growling louder as he speaks) Take a good look at me, Castle. It will be the last thing you ever see after I'm finished with you!  
  
Spider-Man fires a new web configuration called Impact Webbing at Punisher, who mostly shrugs it off. Punisher pulls out a handgun, which gets knocked from his hand quickly by a tendril. The two run at each other and engage in a brutal fight. Spider-Man striking from all directions: up, down, left, right. Punisher lands more deadlier blows, nearly knocking Spider-Man off balance.  
  
Spider-Man: That all you got?  
  
Punisher: No.  
  
Spider-Man: Me either.  
  
Spider-Man fires a large amount of tendrils at Punisher, who either dodges or swats them out of his path to land a devastating left and right hook. Spider-Man tries to hit back but Punisher grabs both of his hands and headbutts Spider-Man.  
  
Punisher: Either stand down and let me end this, or get put down the hard way.  
  
Spider-Man: Not until you pay for what you did to May Parker!  
  
Spider-Man grabs Punisher and throws him across the room with enough force that he goes through a support beam. Spider-Man approaches Punisher as his arm forms a blade-like form. Punisher pulls out a taser and shocks Spider-Man in the leg. Spider-Man and the suit scream in agony. Punisher gets up, punches Spider-Man in the face, and then hits the pressure points in Spider-Man's legs. Punisher walks over and grabs his gun. Spider-Man tries to crawl away but Punisher drags him back and stands on his right arm.  
  
Punisher: (aiming the gun at Spider-Man's head) Even with your enhanced powers, you're still shit. No-one is here that can save you this time.  
  
Before the trigger is pulled, Punisher's gun gets knocked out of his hand by a bola club. Punisher and Spider-Man look to see...  
  
Daredevil: Hello, Frank. It's been a while.  
  
Daredevil smirks.

Punisher: Red.  
  
Daredevil: Frank, let the kid go.  
  
Spider-Man: (growling) Daredevil, stay out of this.  
  
Daredevil: Can't do that, kid.  
  
Spider-Man: Then help me take him down.  
  
Daredevil: Not until you both explain yourselves.  
  
Punisher: He's a criminal like the rest, Red!  
  
Spider-Man: YOU SHOT AN INNOCENT WOMAN! I don't kill people but I'm willing to make you the only exception!  
  
Daredevil: Calm down.  
  
Punisher: You're wasting time, Red.  
  
Daredevil: Don't shoot him.  
  
Punisher: One good reason. Fast.  
  
Daredevil: He's only a teenager!  
  
Punisher: Come again?  
  
Just now, a sharp tendril lodges itself into Punisher's right leg. Spider-Man flips up to his feet and stands beside Daredevil.  
  
Daredevil: Kid, what was-?  
  
Spider-Man: Shut up! (runs up and sends Punisher flying into a wall in one punch) You're gonna pay, Castle! Do you hear me?!  
  
Daredevil: (grabs Spider-Man's left arm) Spider-Man, stop!  
  
Spider-Man grabs and throws Daredevil up into the ceiling and webs him there. Spider-Man lifts up his foe and throws him into the wall so hard that Punisher flies into the middle of the street.  
  
Daredevil: (freeing himself) Kid, if you do this, you'll be no better than him.  
  
Spider-Man: I don't care. He shot my aunt. (jumps out onto the street)  
  
Punisher struggles to get to his feet.  
  
Punisher: Christ.  
  
Spider-Man: Hey, Castle, this is it for you.  
  
Spider-Man's right arm forms into a blade-like weapon. Punisher aims a pistol but Spider-Man kicks it out of his hand. Spider-Man raises his arm, ready to strike. Punisher rolls out of the way at the last second and trips up Spider-Man.  
  
Punisher: You were saying?  
  
The two strike each other. Spider-Man dodges shots from Punisher's gun. The bullets are about to hit innocent bystanders but Daredevil pushes them out of the way. Daredevil grabs a bunch of chains and runs at Punisher and Spider-Man.  
  
Spider-Man: Let's take this elsewhere.  
  
Spider-Man throws Punisher into the air, fires a webline onto Punisher's chest, and slams Punisher onto a nearby rooftop. Punisher yells in pain. Daredevil reaches the rooftop before Spider-Man lands on it and starts chaining up Frank. Spider-Man forms his blade weapon again.  
  
Spider-Man: You're getting one chance to move, Daredevil. He's mine.  
  
Daredevil: (blocking his path) I can't let you do that, kid.  
  
Five tendrils shoot out of Spider-Man and drag Daredevil out of the way.  
  
Spider-Man: (grabbing Punisher by the neck) This is for May Parker.  
  
Punisher: Kill me, and you'll end up proving me and Jameson right. You're nothing more than a common criminal like the rest.  
  
Hearing that last sentence snaps Spider-Man out of his rage. He looks at his blade arm.  
  
Daredevil: Look at yourself. Is this what your loved ones would want, killing someone out of vengeance?  
  
Spider-Man stops and thinks back to his uncle's death. He remembered what he did to the killer in the end. Spider-Man drops to his knees, after tossing Frank to the side, and looks at the ground.  
  
Spider-Man: You're right, Daredevil. Let's talk this out.  
  
Daredevil: (hearing the sound of sirens) We should get out of sight. Cops are coming.  
  
We flashforward to Maza and her team investigating the warehouse.  
  
Matt Bluestone: Any idea what happened here, Maza?  
  
Maza: I'd say a falling out in Doctor Octopus' ranks. (notices Spider-Man and Daredevil on a rooftop opposite the warehouse) Alright, let's wrap this up, guys.  
  
We cut over to the rooftop. Daredevil and Spider-Man stare at a tied up Punisher.  
  
Spider-Man: You sure those chains will hold him?  
  
Daredevil: Maybe.  
  
Punisher: I take it this is payback for that time I chained you up, Red?  
  
Daredevil: If I say yes?  
  
Punisher: (chuckles) Just between us, my second option was barbed-wire.  
  
Daredevil: Spider-Man, did you do what Frank said?  
  
Spider-Man: I think I'm partly responsible for Goblin's existence but I wasn't there to witness Cp. Stacy's murder. There isn't a day that doesn't go by that I don't think about the ones I've hurt due to my actions but, if I just stand aside, I'll be responsible for more deaths like Captain Stacy. I won't do that ever.  
  
Daredevil: He's telling the truth.  
  
Punisher: Well, what a surprise. Is that suppoed to make things right?  
  
Spider-Man: No, it's suppose to get you to understand that I regret whatever action I take when it came to Norman Osborne and I am willing to do whatever it takes to make sure it never happens to another individual. No one should have to lose a loved one.  
  
Punisher stays silent as Spider-Man unmasks to reveal his identity. Punisher looks down in regret.  
  
Punisher: Webs, about that lady I shot, it wasn't my intention. You were my target.  
  
Spider-Man: Thanks... I think. So, now what?  
  
Daredevil: Well, I should help Frank back to his hideout since you broke some of his ribs and stabbed him in the leg.  
  
Daredevil helps Punisher up and the two heroes head to the fire exit. Spider-Man swings off for home once they got out of sight. In the alleyway, we see Chameleon step out of the shadows, smirking. We cut to Peter in his bedroom. He removes his mask and sits on his bed.  
  
Peter: What the hell got into me?  
  
Peter looks at his reflection in the mirror. In a quick second, he sees [a monsterous version of himself](https://www.deviantart.com/users/outgoing?https://static1.squarespace.com/static/51b3dc8ee4b051b96ceb10de/t/534b35e2e4b056257cdde0c7/1397437934988/unused-black-spider-man-and-venom-costumes-for-spider-man-3?format=1500w)  
  
Peter: What was that? Okay, Parker, be cool. I think I should be careful when using this new costume.  
  
He goes downstairs to get a cup of coffee. We cut to later. Peter visits Aunt May at the hospital.  
  
Aunt May: Peter.  
  
Peter: Hey, May. Thought I'd see how you're getting on.  
  
Aunt May: I'm good, son. Gwen has been visiting every couple of hours. The doctor says that I'll be able to go home in a few weeks.  
  
Peter: Yeah... Listen, about yesterday with Eddie-.  
  
Aunt May: Don't worry about it. He probably got his facts wrong. Still, it was nice to see him all grown up since... Y'know.  
  
Peter: Yeah. Let me know if you need anything.  
  
Aunt May: A newspaper wouldn't hurt.  
  
They share a laugh. Peter leaves her to rest for the night. When he reaches his house, he finds Gwen waiting for him. They share a hug.  
  
Gwen: P, are you alright?  
  
Peter: Yeah, everything's fine now that you're here.  
  
Gwen: (as they walk inside) May alright?  
  
Peter: As good as she'll ever be.  
  
Gwen: Good to hear.  
  
Peter: Thanks, Gwen.  
  
Gwen places her hand on Peter's shoulder. He faces her. They look into each other's eyes and kiss. Peter carries her up to his bedroom for "homework" as we fade to black.  
  
To be continued...

**Notes for the Chapter:**

> Next time, Peter takes on Chameleon and receives a surprise visitor at the end of the ordeal.


	9. A Change Of Face

We open with Harry walking up onto a stage to give an announcement.  
  
Harry: Hello, People of New York. You're probably wondering why you're here. Well, I'd like to make an important announcement. Oscorp is officially working with the police and supplying them weapons to deal with criminals like Doctor Octopus and Spider-Man.  
  
Everyone applauds as we cut to Jameson reporting on this announcement.  
  
Jameson: There you have it, Folks. Harry Osborne is finally doing something right and taking the war on crime straight to the source. Spider-Man, your days are numbered.  
  
The screen goes black as we see Peter flicking through the channels on his TV.  
  
Peter: (thinking) Harry's heart is in the right place but it complicates my life as Spider-Man. Still, I don't think I should worry now that I've got my new suit. Then there's the matter of the Xanatos twin. Time I took care of that.  
  
Gwen walks down wearing a dressing gown.  
  
Gwen: Hey, big guy.  
  
Peter: Hello, gorgeous.  
  
Gwen: What's your plan for today?  
  
Peter: Well, I feel like going to work today.  
  
Gwen: On a Sunday? (wrapping her arms around him and lifting her left leg) Would you not rather have a little more fun?  
  
Peter: (kissing her) I'd love that but I think it's time I try and make up with Eddie.  
  
Gwen: Your loss, but it's the right thing to do.  
  
Peter: (smirking) Well, maybe a quick one?  
  
Gwen: Later, P.  
  
They share one last kiss as we fade to later. Peter is swinging across the street.  
  
Spider-Man: Let's hope this goes well.  
  
Peter sticks to the side of Xanatos Tower and runs up it. Once he makes it to the top, his suit morphs into his civilian attire.  
  
Peter: (looking at The Gargoyles) Hey, guys.  
  
He runs inside where he's greeted by Owen.  
  
Owen: Hello, Peter.  
  
Peter: Hey, Owen. So how's Xanafake these days?  
  
Owen: He is currently in a meeting with Mr. Osborne about a partnership concerning today's press conference. It should please you that he hasn't killed anyone yet.  
  
Peter: Super. And Eddie?  
  
Owen: He's in his lab and still sour over your supposed kiss with Miss Watson and the incident with the loss of The Alien Life-form, I'm afraid.  
  
Peter: I think I'll pay him a visit first.  
  
We cut to Eddie working on a device when Peter walks in.  
  
Peter: Eddie?  
  
Eddie: Parker.  
  
Peter: Listen, Ed, I would never kiss M.J. behind your back.  
  
Eddie: Yep, you made that obvious at the hospital.  
  
Peter: So... what are you working on?  
  
Eddie: A device that can track the alien after you let that bitch get away with it.  
  
Peter: Well, about the alien, I talked to Spider-Man and he said he'll keep an eye out for it.  
  
Eddie: Right, and Goku told you that fairies exist.  
  
Peter: I'm serious, Ed.  
  
Eddie: Of course you are.  
  
Peter: Fine, if you're just gonna be a douche, I should get going and see Xanatos.  
  
Eddie: Hey, Peter. Just... be careful around the boss. I don't think he's been himself lately.  
  
Peter: _I know._  
  
Peter walks out of the lab. Eddie tests the device and, to his confusion, it is detecting the alien just moving away from his lab. We cut to the meeting of Harry and "Xanatos".  
  
Harry: This is the right thing to do, David. A task force could take out all crime in the city.  
  
Xanatos: Harry, I know what you're saying but I think we should let the professionals take care of our crime problem.  
  
Harry: So there's no way to change your mind?  
  
Xanatos: I'm sorry, kid, but there isn't.  
  
Harry: (heading towards the door) Then we're done here.  
  
Harry walks out to see Peter down the hall.  
  
Harry: Hey, Pete!  
  
Peter: Harry? What're you doing here?  
  
Harry: Eh, just meeting with your boss.  
  
Peter: Is it to do with that speech you made to the press?  
  
Harry: Maybe. How'd you know?  
  
Peter: It was the only good thing Jameson was talking about today. Just so that you know, I'm behind you with it.  
  
Harry: Really? Even if I go after your buddy, Spider-Man?  
  
Peter: Eh, as long as you don't hurt him or anyone else.  
  
Harry: Thanks, Pete. I appreciate that. Well, see ya around.  
  
Harry walks on. Peter, acting quickly, jumps up to the ceiling and goes into a nearby air vent. Harry turns back to see Peter has vanished. He shrugs and resumes walking towards the elevator. In the ventilation shaft, Peter morphs into Spider-Man as he is over the office and Chameleon morphs into his true form. Chameleon opens talks to Xanatos again.  
  
Chameleon: Xanatos, it looks like no one has any idea where the alien is so it's time to start clearing the slate.  
  
Spider-Man: (landing behind Chameleon) Yeah, starting with you.  
  
Chameleon: Spider-Man? I heard you had a makeover. Impressive.  
  
Spider-Man: Let Xanatos go.  
  
Chameleon: (as a tail emerges from his back and pulls up the tied-up Xanatos) Of course.  
  
Chameleon, quick thinking, pushes Xanatos at Peter and makes a charge towards the door. Spider-Man unties Xanatos.  
  
Xanatos: Peter?  
  
Spider-Man: Yep, it's me. New threads, new powers, new everything thanks to this suit. Gonna stop Chameleon before someone gets killed. We'll catch up after I get him.  
  
Xanatos: (sighs) I need a holiday one of these days.  
  
Spider-Man bursts out of the office and jumps over two passing employees. He darts after Chameleon. Chameleon morphs into Classic Spider-Man and jumps into a dark lab. Spider-Man follows his prey inside. Spider-Man walks slowly forwards.  
  
Chameleon: So, Spider-Man, how'd you know about my disguise?  
  
Spider-Man: Peter Parker told me his boss wasn't himself.  
  
Chameleon: And what gave me away to make him suspect me?  
  
Spider-Man: He knows the name of Xanatos' son. What're you after?  
  
Chameleon: The alien that Black Cat failed to get for my employer.  
  
Spider-Man: And that would be...?  
  
Chameleon: (directly behind Spider-Man with a gun) No one you want to cross. Not that it matters for you now.  
  
Spider-Man, sensing the trigger being pulled, dodges and fires a tendril at the darkness.  
  
Chameleon: You missed.  
  
Spider-Man: (having the end of the tendril form a hand and flicks the light switch) Did I?  
  
Spider-Man looks to see Chameleon getting on the glider from my first Spider-Man story and starting it up. Chameleon flies at Spider-Man, who jumps onto the bottom of the glider. They fly into the hallway and fly down the way. Eddie walks out with his device as the glider zooms past him.  
  
Eddie: (when his device beeps uncontrollably when it was pointed at Spider-Man) Spider-Man? _So Peter was telling the truth._  
  
Spider-Man get topside and knocks Chameleon off, sending him flying into a wall. Harry, witnessing this, grabs something from his suitcase.  
  
Spider-Man: Anybody order a pizza with a sprinkle of ass-hat?  
  
Chameleon gets up, enraged. Harry, wearing glove-like weapons, walks over and hits Chameleon with an electric shock.  
  
Harry: You're welcome.  
  
Spider-Man: Thanks for the assist, Mr. Osborne.  
  
Harry: (darkly) Please. I did it to stop a crook. This changes nothing, freak.  
  
Spider-Man then jumps out of a window and swings off. Minutes later, Peter checks on Xanatos.  
  
Peter: Boss, you okay?  
  
Xanatos: Show me the suit.  
  
Peter: But-.  
  
Xanatos: Peter, please.  
  
Peter's clothes then change into the black suit.  
  
Xanatos: Peter, despite saving my life, you need to promise that you'll be more careful with this suit.  
  
Peter: Why?  
  
Xanatos: What you're wearing is the alien life form. And it is dangerous.  
  
Peter: Dangerous how?  
  
Xanatos: It may change you in certain ways. From what I've seen, it may find a way to control you rather than you controlling it.  
  
Peter: Alright, I promise.  
  
Peter leaves as Xanatos sits at his desk. He places his head in his hands and sighs.  
  
???: So that's what he's like under that mask? To think I called him a dumbass at Osborne's going away party.  
  
Xanatos looks to see Black Cat standing with her arms crossed.  
  
Xanatos: Why are you here?  
  
Black Cat: To see if Chameleon hurt you, David. From the looks of it, he only bruised you.  
  
Xanatos: Is that all?  
  
Black Cat: Yes... Later.  
  
Black Cat walks over to the window and opens it. She gets ready to jump, until...  
  
Xanatos: Felicia, it's good to see your alright. Your mom misses you  
  
Black Cat: ... Tell Mom I said "Hi".  
  
Xanatos: I will.  
  
After that exchange, Black Cat jumps out and descends towards the streets below. At the last second, she fires a grappling hook from her wrist and swings off into the night. At the Parker House, Peter watches the news report later that evening.  
  
Jameson: Chameleon was later handed over to SHIELD at Stark's request. Meanwhile, Harry Osborne's actions show that a task force could be the answer to our Spider problem. Then again, witnesses saw Spider-Man help take down the criminal.  
  
Peter switches off the TV and lies back on the sofa.  
  
Peter: Well, at least Chameleon was stopped. I think it'll be smooth sailing from here.  
  
The doorbell goes off. Peter looks up in confusion.  
  
Peter: Hold on a sec.  
  
The suit morphs into a black jacket, a white shirt, and brown trousers. Peter opens the door with a smile on his face. Once he opens the door however, his smile fades when he sees that the person that rang the doorbell is the thief that killed his uncle.  
  
Uncle Ben's Killer: Hello, is this the home of Ben Parker?  
  
We cut to black as Peter looks on in shock and anger.  
  
To be continued...

**Notes for the Chapter:**

> Next time, Scarlet Spider returns to help Peter deal with Tombstone and the guy that killed Uncle Ben.


	10. Past Sins

We begin where we left off with Peter staring in shock as he opened the door to see the guy that killed his uncle. Peter doesn't respond. All he can hear is something whispering "Kill". He has flashbacks to that night. After a while, Peter responds.  
  
Peter: Yes. Can I help you?  
  
Uncle Ben's Killer: I just want to talk with you, get this off my chest.  
  
They stand in silence for a full minute before Peter speaks.  
  
Peter: You've got five minutes. Make it fast and, if I don't like what I hear, I'm gonna finish what Spider-Man started. (as one of his hands forms a small blade)  
  
Caradine: Okay. Okay. My name is Dennis Caradine. I was just a thug for Tombstone at that time and he wanted me to prove my worth. He asked me to rob someone. I figured that the wrestling match would be a nice place to start.  
  
Peter: And I let you go with the money. I was there. You ran and shot my uncle because you wanted a car.  
  
Caradine: No. You were right about me running but I ran to find someone I could trust. So I rang a partner from my younger days, Aaron Davis. He was in your neighbourhood. Can we continue this inside?  
  
Peter: (smirking) Of course.   
  
Peter grabs Caradine by the collar and drags him in and sits him down on the sofa. Peter sits in the armchair. While Peter sits down, five shadowy figures sneak up to the porch.  
  
Peter: Continue.  
  
Caradine: Aaron was a specialist when it came to stealing. He used to be a crook called The Prowler.  
  
Peter: Yeah, the guy Iron Man put in prison.  
  
Caradine: He went in (looks nervously at the window) and he never came out after two minutes. All I heard was his gun go off. I ran in and found your aunt crying and Aaron standing over your uncle's body, holding his car keys.  
  
Peter: (sensing something but ignores it) So you stood outside and let him kill him?!  
  
The symbiote forms around Peter, [changing the suit into this](https://www.deviantart.com/users/outgoing?https://vignette.wikia.nocookie.net/marveldatabase/images/6/63/Peter_Parker_%28Earth-TRN633%29_from_Marvel%27s_Spider-Man_%28animated_series%29_Season_1_6_001.png/revision/latest?cb=20170917182400) and forms a bladed tendril.  
  
Caradine: You--. You're-. Wait, I told you what I wanted-. (gets lifted by the neck in one hand, nearly choking)  
  
Spider-Man: I didn't like it, bastard. This is for not stopping him.  
  
Then a bullet wizzes through the window and into Caradine's chest. Spider-Man drops Caradine and runs to the window, smashing through it and lands on the front lawn.  
  
Spider-Man: Who the hell are you guys?  
  
Goon 1: Spider-Man?!  
  
Goon 2: Waste him!  
  
They shoot at Spider-Man, who runs at them and tanking every bullet thanks to the suit. He leaps toward Goon 2 and uppercuts him several feet into the air. He grabs Goon 3 and throws him onto the grass. He fires a tendril at Goon 4, pulls the guy towards him, and lands a kick to the groin. He disarms Goon 5 and punches him in the face five times. He hears Goon 1 pumping a shotgun. Just as Spider-Man turns, Scarlet Spider zooms in and punches Goon 1 into the house and into the kitchen sink.  
  
Spider-Man: Kaine?  
  
Scarlet Spider: Hey, punk. Mind telling me what the hell is going on?  
  
Spider-Man: (looking inside) Let's find out.  
  
We cut to minutes later. All the goons are tied up in chains. Scarlet Spider extends his wrist stingers.  
  
Scarlet Spider: Now, let's play "Good Cop, Bad Cop". Who wants to spill the beans?  
  
Goon 1: Go piss in Jersey.  
  
Scarlet Spider: (pointing his right stinger at Goon 1's throat) Got quite the mouth on ya. It'd be a shame if I were to sew it shut.  
  
Spider-Man: (forming a blade in his right arm) Let me try.  
  
Spider-Man shoves Scarlet Spider out of the way and rams his bladed arm right into Goon 1's left shoulder.  
  
Goon 1: AAAAAAAAAAAAAAAAAGGGGGGHHHHHHHHH!!! JESUS CHRIST, MAN!  
  
Spider-Man: That man you twats shot was gonna give me answers to my uncle's death! Because of that, I've lost any shred of patience! Either you spill or I ram this blade into your god damn brain!  
  
Goon 1: Agh, Tombstone sent us to off him and bring Davis to him! We already got Davis and sent him the boss' way.  
  
Spider-Man: Give me a location.  
  
Goon 1: North Boulevard. Acme Warehouse. (after Spider-Man pulls the blade out really fast) GOOOOOOHHHOOOOODDDDDD, DAMN IT!  
  
Scarlet Spider: What the hell, bro?!  
  
Spider-Man: Shut up. Let's go.  
  
The two swing off as Maza and Bluestone arrive.  
  
Bluestone: My god, we need a doctor in here.  
  
Maza: (looking at Caradine's body) And we better call The Morgue.  
  
We cut to our heroes landing on a rooftop opposite The Acme Warehouse. Scarlet walks over and throws Spider-Man to the side.  
  
Scarlet Spider: Peter, what the hell was that about? You stabbed the guy.  
  
Spider-Man: Hey, he gave us the location, didn't he? Besides, he'll live.  
  
Scarlet: Spider: Look, I know how you feel. You're not the only one that lost him. Me, May, even-.  
  
Spider-Man: I caused his death, Kaine. I let Caradine go and let him ring this Aaron Davis to kill our uncle for his car. So no, you don't know how it feels. You just run like you did all those years ago.  
  
Scarlet Spider: (inhales) Say that I ran one more time.  
  
Spider-Man: Run, Forest, r-! (gets sucker punched and then kicked in the groin)  
  
Scarlet Spider: I did it to protect you and Mom and Dad, punk! Do you not think that I don't regret it?! I do, every god damn day! So lose this attitude, get this Davis guy, and save the day. Y'know, like you're supposed to do.  
  
Spider-Man: Fine. Can't promise I won't hurt Davis.  
  
We cut to inside where Tombstone prepares to execute Aaron Davis.  
  
Tombstone: Aaron, you were my best man in your area of expertise. You would turn your back on everything we built.  
  
Aaron: Everything you built, Lincoln? I just got you and your boss the tools to do so when Fisk retired.  
  
Tombstone: Someone has to continue where he left off, Aaron. Just be glad it's me and my employer running this city and not Hammerhead or The Dragon. Boys, what do you think?  
  
Tombstone's entire gang yell random things like "Waste Him", "Blow off his kneecaps", and "Drown him". Tombstone kneels down.  
  
Tombstone: Aaron, they've spoken and given me lots of clever ways to end your life. Any particular way you want to die?  
  
Aaron: As long as you leave my nephew and his family alone, I don't care.  
  
Tombstone: I'm glad you think that. Once you're gone, we're gonna throw a party with your family.  
  
???: TOMBSTONE!!!  
  
Suddenly, Spider-Man crashes through the skylight and lands in front of Tombstone's gang. Scarlet Spider lands beside his younger brother.  
  
Tombstone: Spider-Man and Scarlet Spider? This night just got a bit more interesting.  
  
Scarlet Spider: Lincoln, just give us Davis and we'll leave in peace.  
  
Tombstone: Riiiight... Kill them, boys!  
  
All of Tombstone's goons surround our heroes. Scarlet Spider smirks under his mask.  
  


Scarlet Spider: Try not to stab anyone.

Spider-Man: No promises. Although I should be saying that to you, Bro.

They both flip and punch and kick each guy that tries to hurt them. After five minutes, everyone bar Tombstone is down. Tombstone cracks his knuckles and walks towards our heroes with a grin on his face.  
  
Tombstone: Time for you two to sleep with the fishes.  
  
Spider-Man: Please tell me you did not say that.  
  
Tombstone runs at Spider-Man, landing a hit that breaks three ribs and sends Peter flying. Scarlet runs in, blinds Tombstone with webbing, jumps in the air, and unleashes a barrage of punches and kicks. Scarlet Spider groans from the pain of his attacks. Tombstone knocks him out with one punch. Just then, he feels something sticking into his back.  
  
Spider-Man: (lifting Tombstone with one hand thanks to his fingers forming small blades) Time to bury the hatchet, Tomby.  
  
Spider-Man runs outside and throws Tombstone as hard as he can. Thanks to his enhanced strength, Tombstone goes flying so far that he lands in the DBC Jumbotron in Times Square. We cut to later as the police round up Tombstone's gang. We zoom over to a nearby rooftop where Spider-Man and Scarlet Spider recover with Aaron Davis.  
  
Aaron: Thank you.  
  
Spider-Man: Save it, Davis. I want answers.  
  
Spider-Man tries to hurt Davis but is too exhausted from the fight. Scarlet Spider walks over and places a hand on Peter's shoulder.  
  
Scarlet Spider: Your old friend told us that you're the one that killed Ben Parker.  
  
Davis' eyes widen after hearing that name.  
  
Spider-Man: Tell me why you did it. Please.  
  
Davis pulls out a photograph.  
  
Aaron: You want to know why? I'll tell you. I was down on my luck due to my brother retiring from all this. I just couldn't resist the thrill of the crime. Then when I was told that I have a nephew, I realised that maybe doing this forever wasn't such a good idea. Then came the night you're talking about. Caradine called me about what he got into with Mr. Lincoln over there. I refused until he said that he would hurt my nephew. I agreed. I got to the house and knocked on the door...  
  
We fade to the night Uncle Ben was shot. May opens the door.  
  
Aunt May: Hello, can I help you?  
  
Aaron pulls out a gun.  
  
Aaron: Ma'am, I need your car.  
  
Uncle Ben: (coming in the back door) Honey, who is-?  
  
Aaron walks in with his gun pointed at May's back.  
  
Aaron: I don't want to hurt anyone. I just need your car.  
  
Uncle Ben: Listen, you don't need to do this, son. What you're doing isn't the way to go.  
  
Aaron: (aims the gun as Uncle Ben gets up) Don't make me do this. I got someone to look after.  
  
Uncle Ben: I know. I do too. I have a wife, and a nephew wwithout his mom or dad. If I did the same thing, I would never forgive myself. Why don't you just leave the gun and go home? No one has to get hurt.  
  
Aaron: (off-screen) I believed every word that came out of his mouth. I lowered my gun... But then Dennis came in.  
  
Caradine: What's the hold up?! Oi, Glasses, give me the keys to that car!  
  
Uncle Ben: Easy, son. Don't-.  
  
Uncle Ben is cut off by a gunshot. He looks down to see a bullet wound on his chest, which begins to bleed. Aunt May shrieks in terror. Aaron turns in shock that his partner shot an older man just for a car. Caradine takes the keys from the kitchen table, and runs out.  
  
Caradine: Davis, c'mon! What are you doing?!  
  
Aaron looks back and forth between his partner and a dying Ben Parker. Aaron runs into the kitchen to get some towels to help stop the bleeding. Caradine gets in the car and drives off as we fade back to the present.  
  
Aaron: When the cops arrived, I told them what happened. I stayed at the station over night and gave them all the details. After that, I wasn't allowed to see my nephew at all, whether I did the deed or not. I spend some time in jail after that, and made a ton of mistakes after getting out. I don't expect forgiveness for not stopping Dennis. I just hope you understand.  
  
Spider-Man: (as tears form in his eyes) I understand. And I forgive you.  
  
Aaron smiles and walks down the fire escape. Spider-Man drops to his knees and punches the ground.  
  
Scarlet Spider: Peter, breathe. (as Peter slowly collects himself) That's it, little brother.  
  
Spider-Man: Kaine, I'm so sorry.  
  
Scarlet Spider: It's not you, Pete.  
  
Spider-Man: Right. I should take it easy for a while. Leave the crime fighting to the professionals for a change.  
  
Scarlet Spider: Rest easy, little brother.  
  
As Spider-Man swings off, Kaine pulls out a mobile and rings someone.  
  
Kaine: Hello. You were right, Xanatos. I think we should watch his actions more closely. Sorry, but I have to head back. Yeah, well, let me know if you need my help. Bye.  
  
Kaine looks off to the distance as we fade to black.  
  
To be continued...

**Notes for the Chapter:**

> Next time, Peter takes on the latest version of The Sinister Six (based on the lineup from The Spectacular Spider-Man Season 1) and Gwen makes a shocking discovery.


	11. Sinister Designs

We open with Peter heading to the hospital because Aunt May is being released today. He arrives at the entrance where Eddie is waiting with Gwen.  
  
Peter: Hey, Gwen.  
  
Gwen: Hey, P.  
  
Peter: Eddie, why are you here?  
  
Eddie: While we're not related, I came to see your aunt. Also, can we talk?  
  
Peter: Sure. Give us a minute, Gwen.  
  
Gwen: Okay. (goes inside)  
  
Eddie: Pete, about the alien-.  
  
Peter: I said I regret it but I had to choose between you and the life form.  
  
Eddie: I know. I believe you but, that's not why I'm bringing it up. Have you noticed Spider-Man's changed his suit?  
  
Peter: Who hasn't? I mean, not counting Harry's dad.  
  
Eddie: It's just, seeing him use it... I think he has the alien and is using it as a weapon to fight crime.  
  
Peter: Are you sure?  
  
Eddie: I used my tracker during his tussle with Chameleon and I picked up the alien's readings on him. He should give it back.  
  
Peter: I'm sure he has a reas-.  
  
Eddie: It's not safe to have it bond to someone.  
  
Peter: (showing concern) Why is that?  
  
Eddie: I read Dad's notes. According to him, while the alien could enhance the wearer, it could also take control whenever it feels threatened. It can also make the wearer lose control of it's senses and sanity. And if the wearer no longer satisfies it, it will consume the wearer while being worn.  
  
Peter: _This alien has the same characteristics as some kind of symbiote. I should be careful._  
  
Something in Peter's thoughts: _Relax, it's nothing we can't handle, Pete. He's just saying that to doubt our bond and put a strain on it._  
  
Peter: If that's the case, we'll tell Spider-Man whenever we see him.  
  
Eddie: Good. Wanna check on May?  
  
Peter: Yep.  
  
They walk in. Cut to May's hospital room.  
  
Dr. Temple: Well, your aunt is good to go. She needs to use a cane and take these pills once a day. Mrs. Parker, I'll leave you to it.  
  
Aunt May: Thank you, Claire. So, Eddie, have you calmed down a bit?  
  
Eddie: Slowly but surely, Ma'am. Only came to see you get let out.  
  
Aunt May: Thank you. Peter, how are we getting home?  
  
Peter: Don't worry, May. I'll call a cab.  
  
Eddie: Or I can take you guys home in my car.  
  
Peter: You never said you had a car.  
  
Eddie: Only got it yesterday.  
  
Aunt May: I think that would be easier for me, Eddie. Thank you.  
  
We cut to the sewers where we are shown the latest hideout for Dr. Octopus. Our villain is pondering as Electro arrives with Vulture.  
  
Vulture: Doc, we got them.  
  
Dr. Octopus: Thank you, Adrian. Maxwell, a word please.  
  
Vulture takes his leave as Electro approaches his superior.  
  
Electro: There a problem, Doc?  
  
Dr. Octopus: If I listened to the police reports correctly, Spider-Man has gotten more violent than usual ever since he started wearing that new suit.  
  
Electro: If it becomes a problem, I'll fry him. And Doc, about your promise?  
  
Dr. Octopus: (pulling out a test tube with a orange liquid) I haven't forgotten, Maxwell. If my plan goes accordingly, you'll be human again.  
  
Electro: I don't know how I can repay you for this.  
  
Dr. Octopus: Getting Spider-Man will suffice. Now, let us meet our new teammates.  
  
Dr. Octopus and Electro walk into a dark corridor as we fade to Peter's bedroom. He lies down, thinking about Aunt May's condition.  
  
Peter: _It's my fault May got injured. If I had drawn Punisher away from the crowd, she would've been fine. Next time, try to draw the villains away from crowds to avoid casualties._  
  
Aunt May knocks on the door and let's herself in.  
  
Aunt May: Peter, are you okay?  
  
Peter: Yeah, just thinking. You fine?  
  
Aunt May: Well, minus the bad hip and the cane, as fine as one can be. Y'know, we should talk.  
  
Peter: About what?  
  
Aunt May: About you and Gwen. I'm alright with it but are you two... (makes hand gestures indicating sexual intercourse)?  
  
Peter: We only did it once, May. Only once. After the Fisk Foundation, I want to spend the rest of my life with her.  
  
Aunt May: That's good to hear. Just don't do something you'll regret Peter.  
  
Peter: I won't, Ma'am.  
  
Aunt May: Good. Then I'll just go get coffee. You want any made?  
  
Peter: No, I'm gonna sleep for a while.  
  
Aunt May: Love you, Peter.  
  
Peter: Love you, too.  
  
Peter lies back an closes his eyes. Half an hour later, Peter's radio goes off.  
  
Reporter: This is Carlos Urgena with an urgent report! Dr. Otto Octavias has been sighted in Central Park. Civilians are being evacuated as we speak.  
  
Peter groans and gets up.  
  
Peter: Could a bad guy NOT do something evil when I'm snoozing? Is that too much to ask?  
  
He walks downstairs. He notices Aunt May asleep on the couch. He quietly goes out the door. The alien forms his costume and he leaps up and swings off to Central Park. He makes it to Central Park in a few minutes. He approaches Maza, who is on her own.  
  
Maza: Peter, good to see you.  
  
Spider-Man: Doc Ock?  
  
Maza: Yeah, he's in there waiting. He didn't take any hostages apparently.  
  
Spider-Man: How do you know?  
  
Maza: There were hardly anyone in there. It could be a trap.  
  
Spider-Man: I can't take that chance. Elisa, keep the civilians back and wait for backup.  
  
With that said, Spider-Man swings into the park. He reaches the lake.  
  
Spider-Man: Paging Dr. Octopus! You've a patient waiting and he's really moody!  
  
Nothing is heard, Spider-Man can hear the sound of Ock's tentacles approaching. Spider-Man turns to face his incoming foe. Suddenly, Spider-Man is hit by a giant fist made of sand. Spider-Man looks to see Sandman.  
  
Sandman: Miss me, Webhead?  
  
Spider-Man: Sandy, long time. How's Spongebob?  
  
???: (from behind Spider-Man) Pissed off and ready for Round 2!  
  
Spider-Man bends back as far as he can to avoid a charge attack from Rhino. A lightbulb bursts as Electro starts to form, smirking. Vulture lands beside him as Dr. Octopus arrives.  
  
Dr. Octopus: Spider-Man, prepare to meet your doom.  
  
Spider-Man: Okay, if memory serves me correctly, this is the part where a sixth member pops out of nowhere-.  
  
A shockblast sends Spider-Man hurtling into a tree, while his suit screams in pain. Spider-Man looks to see...  
  
Shocker: Now that's my special brand of "payback".  
  
Spider-Man: Really, Ock? You chose Herman to be in this new Sinister Six? Were Scorpion and Mysterio unavailable?  
  
Shocker: (gritting his teeth and preparing another shockwave) Zip it!  
  
Before Shocker strikes, Spider-Man quickly trips up his least threatening foe. Rhino and Sandman charge. Spider-Man dodges Rhino's charge but gets grabbed and thrown in the air by Sandman. While in the air, He gets slashed by Vulture's wings and then gets kicked, sending him back to the ground. Spider-Man fires a webline at the last second and swings from a tree... and into Electro's electric field.  
  
Electro: Feel that, Spider-Man? It's what I felt several months ago when you betrayed my trust.  
  
Spider-Man: Not how it happened but say whatever turns you on. (gets electrocuted again)  
  
Dr. Octopus: (grabs Spider-Man by the head and lifts him up) Y'know, Spider-Man, I realised something. Out of everyone here, I'm the only one that you've never fought prior to Osborne's Sinister Six lineup. I always wanted to experiment on you alive but they really want you dead. I guess I'll do it whenever they're finished with you.  
  
Ock then slams Spider-Man into the ground repeatedly until he's unconscious.  
  
Dr. Octopus: Gentlemen, let's reconvene inside.  
  
The Sinister Six: Yes, boss.  
  
As our villains walk towards a building, we cut over to May Parker in the living room of The Parker Home. Gwen comes in through the door.  
  
Gwen: Hey, May.  
  
Aunt May: Gwen, I was just thinking about you.  
  
Gwen: Is Peter in?  
  
Aunt May: No, he went out a while ago. Why?  
  
Gwen: Just want to talk about stuff.  
  
Aunt May: Oh, I see. Anything I should know?  
  
Gwen: No... It's just about the recent homework assignment.  
  
Aunt May: And you two are fine?  
  
Gwen: Yes. As fine as Monica and Chandler. Do you mind if I use the bathroom?  
  
Aunt May, Go ahead, Gwen.  
  
After Gwen uses the bathroom, she notices a light emitting from behind the door to Peter's bedroom. She opens it to discover that it was just the light left on.  
  
Gwen: _Hm, that's weird. Maybe he was in a hurry._  
  
She begins to leave when something catches her eye. Something red is sticking out of a case Peter has in his wardrobe. She goes over and opens the case. Shock and terror fills her face as we fade back to Spider-Man chained to a pillar as The Sinister Six are in the next room, talking about their next move. Spider-Man's head raises up, although he is unusually quiet for some reason. He notices that he's chained up. Both his arms form blades and he quietly as possible slashes through them. He grabs the chains and crawls to the ceiling just as Shocker walks in.  
  
Shocker: What the-? Where'd you go?  
  
Shocker closes the door and walks further. The light goes out. All he can hear is the sound of chains rattling, and a clicking noise that doesn't sound human. It gets louder and louder as Shocker looks up. He sees Spider-Man leaping at him with the chains as we smash cut to the next room.  
  
Shocker: AAAAAAAAAAAAAAAAAAAAGGGGGGGGGGGHHHHHHHHHHHHHHHH!!!  
  
Dr. Octopus: Find out what's wrong now?  
  
Vulture and Sandman go. They enter the next room.  
  
Vulture: Herman, you alright? Herman? GuythatalwaysgetscaughtbySpider-Mansayswhat.  
  
Sandman: That's quite the tongue twister.  
  
Vulture: Been working on it for hours. Yo, Electro, we need light.  
  
Electro: (walking in) What's he done-? Oh, god.  
  
The three looks in shock as Shocker's ears are bleeding as he hangs from the ceiling via the chains used on Spider-Man.  
  
Sandman: Jesus. Herman?  
  
Herman: WHAT WAS THAT?! GUYS, DID YOU SAY SOMETHING?! I CAN'T HEAR! OH GOD, I CAN'T HEAR!  
  
Vulture: (hearing something crawling quickly through the vents) I don't think this is the same Spider-Man we know.  
  
We cut to Dr. Octopus and Rhino. Spider-Man rappels from the ceiling behind Rhino. Just before he makes a move on the huge villain, one of Dr. Octopus' tentacles grabs Spider-Man and throws him into a wall.  
  
Dr. Octopus: Arachnid, did you not think I knew most of your tricks by now?  
  
Spider-Man just glares.  
  
Dr. Octopus: Silent? Rhino, he's all yours.  
  
Rhino: Thanks, Doc.  
  
Rhino runs at Spider-Man, who leaps over Rhino and quickly uses his tendrils to trip Rhino and send the behemoth crashing through the wall. Sandman runs in, forms a hammer from his left hand and whacks Spider-Man into the air, smashing through the skylight. Vulture flies up, bearhugs Spider-Man and takes him to the roof. Spider-Man forms tendrils from his chest, which reach round and drill into Vulture's flight pack.  
  
Vulture: What have you done?!  
  
Vulture detaches his wings and gets into a pose. He runs at Spider-Man. Before Vulture lands a punch, Spider-Man ducks down, gets behind his foe, and elbows him right in the spine. Vulture drops to the ground in pain.  
  
Vulture: Shit! I can't feel my legs! What've you done to me?!  
  
Sandman and Electro appear and knock Spider-Man off the roof. Spider-Man lands on his feet and is greeted by Rhino. Spider-Man looks up to see Electro charging up a huge ball of electricity. He looks back at Rhino and gets into a pose that says, "Come at me!".  
  
Rhino: You're dead, Spider-Man!  
  
Rhino charges and Electro throws his electric ball. At the last second, Spider-Man dodges. The ball hits Rhino, electrocuting him and his suit. Rhino hits the ground. Spider-Man walks over and kicks Rhino in the face. Sandman and Electro charge at Spider-Man, trying to land a hit to avenge their defeated teammates. Spider-Man dodges every single attack until Electro hits Sandman.  
  
Electro: Sorry, Marko.  
  
Sandman: Dammit, Kid. Watch how it's done.  
  
Sandman punches Spider-Man back into the building. Spider-Man lands beside the incapacitated Shocker. Spider-Man knocks out Shocker with one punch. As Sandman walks in, Spider-Man aims Shocker's right gauntlet at Sandman.  
  
"Spider-Man": Die.  
  
He blasts Sandman until he's nothing but a heap of sand. Spider-Man then trips and gets dragged towards Dr. Octopus.  
  
Dr. Octopus: Your new suit is intriguing. I will enjoy peeling it of you when you're dead.  
  
Spider-Man: (beginning to wake up) Ugh... What happened? Ock?! Oh, right.  
  
Spider-Man punches Ock in the face. Spider-Man notices a test tube in Ock's coat. He punches Ock again and grabs it. Electro walks in as Spider-Man gets the test tube.  
  
Electro: Give me that! That's my cure!  
  
Electro hits Spider-Man with a bolt of lightning, causing Spider-Man to drop the cure. It hits the ground, smashing to pieces.  
  
Electro: NOOOOOOOO!!!  
  
Electro runs over, knocks Spider-Man out of the way to where Shocker lies, and tries to lick up the cure from the ground.  
  
Electro: That was my ticket to a normal life, my only chance, and you killed it! I WILL ENJOY KILLING YOU, SPIDER-MAN!  
  
Spider-Man, as Electro runs at him, grabs one of Shocker's gauntlets and whacks Electro with a shockblast, sending the villain flying through two support beams. Dr. Octopus is left standing.  
  
Spider-Man: (tossing the gauntlet aside) Ready to take your medicine?  
  
Dr. Octopus: I believe that's what I should be saying to you.  
  
Spider-Man: (does a quick neck crack) Let's tussle, Octopus.  
  
Dr. Octopus: As you wish, Arachnid.  
  
They engage with Doc Ock attacking from all sides and Spider-Man dodging and attacking the same way. Spider-Man would soon gain the upper hand and overpower his foe by unleashing a swarm of tendrils, which attack and badly damage Ock's robotic appendages. Once that's done, Spider-Man kicks Ock into the air, jumps after his opponent and unleashes a barrage of punches and kicks. Ock hits the ground as the police approach the area. Spider-Man throws the unconscious Dr. Octopus fowards the cops and Maza, who looks at what has happened.  
  
Maza: What happened?  
  
Spider-Man: Saved the day and apprehended wanted criminals. You're welcome, Elisa.  
  
Maza: Boys, round up Ock's gang.  
  
We fade to a few minutes later. Maza and Spider-Man meet on the roof on The N.Y.P.D.  
  
Maza: What you did was reckless, Peter.  
  
Spider-Man: Hey, I managed to beat Ock, Max, and Sandman. Although, I don't remember fighting Sandman.  
  
Maza: (pulling out her report) You also "paralyzed Vulture from the waist down, put Rhino in a comatose state via electric shock, and rendered Shocker deaf".  
  
Spider-Man: What? I don't remember doing that. I was knocked out.  
  
Maza: If you didn't, who did? You were the only person there.  
  
Spider-Man: I don't kn-. _Oh god, the symbiote. Did it do those things when I was out of it? Eddie was right._ I have an idea as to who but you would need to get info on my situation with Xanatos and Edward Brock Jr.  
  
Maza: Xanatos? He always ends up in trouble somehow. I'll pay him a visit. And Peter, thanks for getting Octavias for us.  
  
Peter: Just doing my job, Lieutenant Maza. (jumps off the side of the building and swings for home)  
  
Maza looks down in concern. We cut over to XanaTronics where Xanatos stands from the top of Castle Wyvern, looking down on the city.  
  
???: Something on your mind, Xanatos?  
  
Xanatos: (looking to see Goliath standing behind him) No, Goliath, just thinking.  
  
Goliath: Anything I should know?  
  
Xanatos: Just recent events. First Conners disappears and now Peter has bonded with an alien. I know it's asking a lot but could you keep an eye on Spider-Man?  
  
Goliath: My clan will take turns and intervene when something goes wrong.  
  
Maza: (showing up) A bit late for that, guys.  
  
Goliath: (embracing Maza) Elisa...  
  
Maza: Hey, big guy. David, we need to talk about Peter.  
  
Xanatos: What's happened?  
  
Elisa: It's a long story.

To be continued...


	12. Truth

We begin just outside Peter's home in Queens. Peter lands on the wall beside his bedroom window. After he crawls in through his window, he closes the curtains. His spider-sense goes off as he hears someone preparing to shoot him and the light turning on. Peter turns to see Gwen, tears running down the sides of her face, holding her dad's gun and Peter's mask from his original costume.  
  
Peter: Gwen?  
  
Gwen: (aiming the gun at Peter) You're Spider-Man. You got my dad killed.

Peter: Gwen, where did you get the gun-?  
  
Gwen: It was my father's before he died. How did it happen?  
  
Peter: Remember the trip to Oscorp? Well, one of the spiders I was looking at got into my bag. When I got home, I went to get my homework out and it bit me. When I awoke, I got these powers.  
  
Gwen: Why didn't you tell me?!  
  
Peter: Gwen-.  
  
Gwen: Don't come near me! Why?!  
  
Peter: Gwen, I wanted to tell you about this part of my life for a long time. I tried to tell you during The Skrull Invasion. I even tried to tell you the day Scorpion captured Xanatos and Jameson when you mentioned your dad. Where's Aunt May?  
  
Gwen: Next door! Does she know?!  
  
Peter: No, just Xanatos, Lieut. Maza, and Owen. Gwen, put the gun down.  
  
Gwen: YOU GOT MY FATHER KILLED!  
  
Peter: DO YOU THINK I DON'T FEEL RESPONSIBLE FOR ANY OF IT?! I do, every single time! And I'm sorry for every mistake I make with this life I live! I'm sorry your dad was killed by Osborne! I'm sorry that I lie to everyone I care about! I'm sorry that no matter what choice I make, someone ends up suffering because of it! If there was a way to undo the things that happened in my life, I would take it but there isn't. I have to live with these powers and stop anyone from suffering the same fate as Uncle Ben and your dad.  
  
Gwen looks down, lowers her gun and drops Peter's old mask. Peter walks over to her. He hugs her as tears run down her face.  
  
Peter: I am sorry, Gwen.  
  
She then pulls away from Peter and heads for the door.  
  
Gwen: (not looking at him) No, I'm sorry.  
  
She heads downstairs and towards the door. Peter runs after her.  
  
Peter: Gwen, I-!  
  
Gwen: Peter, don't. We're done. After everything that's happened, I don't want to speak to you again. Goodbye.  
  
She walks down the street as Peter watches. He goes inside. Sometime later, Aunt May comes back to see Peter sitting on the sofa.  
  
Aunt May: Peter, you're back.  
  
Peter: Hey, Aunt May.  
  
Aunt May: Gwen was here as well. Is she still here?  
  
Peter: (gets up, not looking at Aunt May) No, she's left.  
  
Aunt May: Peter, what happened?  
  
Peter: We broke up. (heads upstairs)  
  
Aunt May: What do you mean broke up? Peter, look at me when I talk to you.  
  
Peter turns to look at his aunt, tears running down his face. Just seeing that makes May understand what just happened. Aunt May watches him leave. She then sticks on the news.  
  
Whitney Chang: -Spider-Man defeated Dr. Octopus. The police confirm that our hero crippled Vulture, put Rhino into a comatose state, and rendered Shocker deaf. Police Lieut. Maza advises people to avoid Spider-Man for the time being. Back to you, Jonah.  
  
Jameson: Thank you, Ms. Chang. I've said that Spider-Man was a menace since the very beginning and this latest report confirms that he is a threat to the villains he defeats. I just hope The N.Y.P.D. or Osborne brings him in before he hurts anyone else.  
  
We cut to Xanatos' office.  
  
Maza: Just give me the short story.  
  
Xanatos: Very well. I take it you remember NASA's satellite fiasco from 1998.  
  
Maza: Yeah, Jameson's son helped repair the backup oxygen tanks.  
  
We are treated to a flashback as Xanatos narrates.  
  
Xanatos: That is correct. On the trip back home, the shuttle was hit by a meteorite. They flew out of control at first but John put them back on course at the last second. They landed just off Miami Beach. As soon as everything was said and done, Jameson inspected the hull of the shuttle. A black ooze reached out for him. NASA ran tests to see what they could find but the results were inconclusive. They decided that my company would get answers they couldn't. I gave the life form to my best researchers: Edward Brock Sr. and Richard Parker.  
  
We flash back to the present.  
  
Maza: Parker?  
  
Xanatos: Yes, Peter's father. He discovered that the suit could cure cancer and possibly more diseases known to man. He wanted to replicate those properties into a serum. The next week, Parker and Brock took their wives on a plane to Belfast to reveal their discoveries to The Marie Curie Hospice Centre. But their plane had a malfunction and it crashed in the Atlantic.  
  
Maza: And the alien?  
  
Xanatos: It never left. After Richard's death, his family cut ties with me until Peter came to work part time for me back in September. Recently, the alien has bonded to Peter during the time Chameleon posed as me for a while.  
  
Maza: That explains things and why Peter has that new costume.  
  
Xanatos: Now, I believe it's your turn to give me answers. What has Peter done?  
  
Maza grabs a remote and switches on the TV to show Xanatos the same news report Aunt May was watching.  
  
Whitney Chang: The police confirm that our hero crippled Vulture, put Rhino into a comatose state, and rendered Shocker deaf. Police Lieut. Maza advises people to avoid Spider-Man for the time being.  
  
Maza switches it off before Jameson's comments about Peter.  
  
Xanatos: Then Edward was right for us to be cautious.  
  
Maza: What do you mean?  
  
Xanatos: Does Peter know what he did?  
  
Maza: Yes, but he told me he was unconscious during those parts of his fight.  
  
Xanatos: Edward hypothesized that the alien could take control of the user when it needed to ensure it's survival. Once the user wasn't suitable anymore, it consumes the user.  
  
Maza: In that case, we need to watch Peter more closely. Thanks, David.  
  
Maza takes her leave. Xanatos looks down on the city.  
  
Xanatos: Could this get any worse?  
  
We cut to the sewers. We see two plumbers walking about.  
  
Plumber 1: So then she dumped me just because I work in the sewers. Kid, you sure you still wanna work underground.  
  
Plumber 2: Yeah, because I want to see these "aligators" everyone keeps talking about.  
  
Plumber: Kid, those are just stories trying to scare you.  
  
They then hear a hissing noise, which is followed by the rattling of pipes.  
  
Plumber 1: The hell?  
  
Plumber 2: It came from behind us. Should we look?  
  
Plumber 1: Nah, you stay here.  
  
Plumber 1 walks to the source of the noise. He shines his light straight ahead. To his shock, he sees a large reptile as tall as a man eating the remains of an aligator. Plumber 1 drops his light, which makes a splash. The humanoid reptile hears this. It's head shoots up and stares at Plumber 1. Blood drips from both sides of it's mouth. Plumber 1 screams. The reptile runs at him, tackles him into the view of Plumber 2, and begins eating him.  
  
Plumber 2: Jesus Christ!  
  
Plumber 1: (dying) Help... Me...  
  
Plumber 2 just drops his flashlight and makes a run for it. The reptile looks up and runs after Plumber 2. Plumber 2 reaches the ladders leading topside. He climbs them. When he reaches the top, the reptile bites his left leg and rips it off. Bystanders watch as a green hand drag Plumber 2 back down into the darkness.  
  
We cut to black. The reptile lets out a roar which echoes throughout the sewers.  
  
To be continued...


	13. Whatever Happened To Curt Conners

We open with... a board meeting in Harry's office.  
  
Stockholder 1: Mr. Osborne, we understand that you want to fund a task force but it would drain our resources.  
  
Stockholder 2: Not to mention the weapons, the glider designs that XanaTronics lended us, salaries, etc.  
  
Stockholder 3: What my colleagues are saying is we'll be broke if we continue and Oscorp will be up for sale to potential buyers.  
  
Harry: I get that your worried but The Mayor is willing to support us if given the go-ahead. Not to mention, some of the volunteers said they would work for free. Rest assured, Oscorp is safe for now.  
  
A knocking at the door is heard.  
  
Harry: My apologies, Gentlemen. This meeting is ajourned for now.  
  
They take their leave as Harry's bodyguard enters.  
  
Harry: Bench, what is it?  
  
Morris Bench: I have a Peter Parker wanting to talk with you.  
  
Harry: Thanks, Morrie. Send him in.  
  
Morris Bench leaves and lets Peter into the office. Peter is a complete wreck after... y'know.  
  
Harry: Pete, good to see ya!  
  
Peter: Hey, Harry. How's things?  
  
Harry: Well, I've just hired men that want to be in Oscorp Task Force. The stockholders are worried that this will drain our money but we'll make it.  
  
Peter: Great to hear.  
  
Harry: Is something wrong? What is it?  
  
Peter: The thing I wanted to talk about is... Well... Gwen and I broke up. I figured talking to you would be best.  
  
Harry: Sorry, bud. So, what happened?  
  
Peter: I kept a secret from her and she found out about it.  
  
Harry: Anything to do with him?  
  
Peter: Yes... and no. I haven't slept in two days because of it.  
  
Harry: Pete, I know how you feel. I went through the same thing way before being friends with you. I used to go out with this girl, Lilly Holister, behind my parents back. We used to go out all the time and got into trouble along the way. It was great but then Dad found out. He told her parents and I never saw her again.  
  
Peter: Sounds rough. How'd you cope?  
  
Harry: Well, I thought of my moments with her and kept those times close to my heart.  
  
Peter: Thanks, Harry. I-.  
  
Peter's spider-sense goes off. He grabs Harry and jumps out of the way of the reptilian figure from last time, who jumps through the window of Harry's office that gives him a view of the city. The reptile walks over and throws Harry into the ceiling. It stares at Peter.  
  
Reptile: Peeeeeteeeerrrrrrrrr Paaaaaaarkeeeerrrrrrrrrrr...  
  
Peter: What the hell are you?  
  
It then punches Peter's forehead, knocking our hero out. This reptile takes Peter and jumps out of the building. Harry's bodyguard rushes in.  
  
Morris Bench: Mr. Osborne, are you alright?  
  
Harry: (runs over to the broken window) PETE! Morrie, are the gliders working?  
  
Morris Bench: The tech team has one operational, but-.  
  
Harry: Then I'm going after him.  
  
We cut over to the top of XanaTronics as the sun begins to set. Xanatos walks out by himself. Harry arrives on his glider, sporting a [black and green tactical suit](https://www.deviantart.com/users/outgoing?https://vignette.wikia.nocookie.net/marveldatabase/images/e/e0/Harold_Osborn_%28Earth-71002%29_from_Spider-Man_Friend_or_Foe_0001.png/revision/latest?cb=20150719225117).  
  
Harry: David, I need your help.  
  
Xanatos: Harry, what is that?  
  
Harry: An improved version of your original glider. Something for my task force. Peter's been taken by a giant lizard.  
  
Xanatos: A what? Wh-?  
  
Harry: Placed a tracker on it before it fled the scene. I'll need your help.  
  
Xanatos: Harry, I wish I could but-.  
  
Harry: You're giving up on him?! What the hell, David?!  
  
Xanatos: There's more to this than you already know. Listen, I do want to help Peter out but this is not the right direction to go.  
  
Harry: I understand. That's exactly what a coward would say. (flies off)  
  
The sun has set. Goliath and his clan emerge from their slumber as Xanatos approaches.  
  
Xanatos: Goliath, Peter has been kidnapped.  
  
Goliath: What happened?  
  
Xanatos: A giant lizard took him and it fled into the sewers. It's possible that it's Conners.  
  
Goliath: We will find him. Gargoyles, tonight we hunt.  
  
The entire clan bar Bronx departs. Xanatos watches them as they leave. Bronx goes over and sits beside him. Xanatos pats the Gargoyle on the head. We cut to a sewer opening. A plumber goes over to close it but Goliath, Hudson, and Angela land in front of him.  
  
Angela: Leave.  
  
Plumber: (backing away into his van) I'm walking away. I'm slowly walking away.  
  
Goliath: Hudson?  
  
Hudson: Aye, the beast went underground alright. Best if someone stood guard.  
  
Goliath: Angela, remain here.  
  
Angela: Yes, Father. And be careful.  
  
Hudson: He'll be more than careful. I'm with him.  
  
Goliath and his old ally descend into the darkness of the sewers. We cut to Harry who enters the sewer from the sewage station access pipe.  
  
Harry: Pete, please be alive.  
  
We cut to Lizard dropping Peter beside a desk with test tubes and a computer. Peter doesn't wake up. Lizard leans in... and roars in his ear.  
  
Peter: WHAT THE HELL?! (sees Lizard) Oh, right. What's up?  
  
Lizard: (tilt's his head to the left)  
  
Peter: Do you understand me?  
  
Lizard: Yesssssssss. I underssssssstand, Peter.  
  
Peter: How do you know me? What are you?  
  
Lizard: I'm Connerssssssssssssss.  
  
Peter: Dr. Conners?! My God, You've been missing for three months! What happened to you?  
  
Lizard: Created ssssssssserum to regrow human limbsssssssss. Tessssssssted sssssssserum on myssssssself. Worked at firsssssst. Then, unknown ssssssssside effect happened. Now, look like monsssssster.  
  
Peter: Why me?  
  
Lizard: You sssssssssstudied my work. You find way to reverssssssssse sssssssssssside effect.  
  
Peter: (notices a few dead bodies) Doc, what did you do?  
  
Lizard: Not myssssssself. Animal insssssssssssstinctssssssssss kick in time to time. If not human, stay like thisssssssss forever.  
  
Peter: (looking at the lab equipment) Why not ask Mr. Xanatos for help?  
  
Lizard: Not ssssssssafe for him. Not sssssssssafe for me.  
  
Peter: I'll see what I can do.  
  
Lizard: Thank you. (sniffs the air) Sssssssssssssstay put.  
  
Peter watches Conners walk off into the darkness. Peter seizes the opportunity to change into Spider-Man... until Harry arrives.  
  
Harry: Peter!  
  
Peter: Harry! How'd you find me?  
  
Harry: Wasn't easy. This place is a maze. Let's go.  
  
Peter: I can't.  
  
Harry: Pete, that thing might come back.  
  
Peter: That thing is my friend. I can't turn my back on a friend.  
  
The conversation is cut off as Lizard crashes through the wall behind Harry, while fighting Goliath.  
  
Lizard: Sssssssssstay away!  
  
Goliath: Humans, get out of here!  
  
Harry: (summoning his glider) C'mon, Peter!  
  
The two of them hop on the glider and fly off. Harry flies upwards and throws two orange spherical devices at the ceiling.  
  
Peter: What're those?  
  
Harry: Bombs. Hang on!  
  
We cut to above ground. The road explodes and begins to collapse. Harry and Peter fly out.  
  
Peter: Harry, land this thing now!  
  
Harry: Not until you're safe.  
  
Peter: Harry, look below! Cars are starting to fall in! People are gonna die if we don't help!  
  
Just as Peter says that, the rest of The Manhattan Clan arrive to help the civilians. Goliath is flung out of the hole and into the side of a building. Lizard emerges and roars at the Gargoyle. Peter, not standing by, jumps onto a nearby rooftop.  
  
Harry: Peter!  
  
Peter: I'll be fine! Go!  
  
Harry: (landing and running over to Peter) There's nothing you can do! Now move!  
  
Peter: (growling as he talks) We said we'll be fine now piss off!  
  
Peter punches Harry, sending the guy falling off the rooftop. Peter, realising what he's done, turns into Spider-Man and jumps after his friend. They land safely.  
  
Harry: This doesn't change anything, Spider-Man.  
  
Spider-Man swings off towards the fight. Using all of his agility, he rescues ten civilians that were falling to their deaths. He turns his attention to Lizard, who subdues Hudson.  
  
Spider-Man: Get away from him! (tackles Lizard, who slashes Peter's right leg)  
  
Lizard: Sssssssssssssssspider-Man!  
  
Spider-Man: Sssssssssssave it, Doc. We've heard it before.  
  
Spider-Man engages Lizard, forming blades on his fingers. They slash and scrape, punch and kick, landing blow for blow. Spider-Man manages to knock Lizard off his feet. Spider-Man walks over and prepares to kill Lizard. Goliath intervenes.  
  
Goliath: (grabbing Peter's arms) Don't do it, Spider-Man.  
  
Spider-Man struggles to break free, letting loose a shriek. Hudson walks over and knocks Lizard unconscious in one punch  
  
Hudson: (carries Lizard) Let's take this fella back home.  
  
Goliath: Agreed. Spider-Man, forgive me.  
  
Goliath let's go of one arm and hits Peter on the back of the head, rendering him unconscious. Harry watches as The Gargoyles leave. A stone hits him on the shoulder.  
  
Man: You. You're the one that did this. You tried to kill people and families here.  
  
A crowd forms around Harry as the police arrive. We cut over to XanaTronics. Peter wakes up after a while as Lizard is put into a containment tube.  
  
Spider-Man: (unmasking) What're you doing?!  
  
Xanatos: Peter, we're just-.  
  
Peter: Get him out. That's Conners. (notices Xanatos looking down) You knew? He was out there like this, killing people, and you didn't tell anyone?!  
  
Xanatos: Let me explain-.  
  
Peter: What, that Conners pulled a Dr. Jekyll and created a monster?! We thought we could trust you, David.  
  
Xanatos: Peter-.  
  
Peter: First Gwen leaves us, Harry nearly killed people, now this?! We don't know how to cope anymore! This is too much for us!  
  
Peter runs and jumps out of a window and swings for home. Xanatos watches as Peter leaves.  
  
Goliath: Should I-?  
  
Xanatos: That wasn't him talking. That thing is taking over.  
  
Goliath: Then we should assist him.  
  
Xanatos: All we can do is find a way to make him realise that he's not himself. In the meantime, I've got a cure to work on.  
  
We fade to black. We get shown what's going on in Peter's mind. Peter is suspended by black slime slowly covering his body. He wakes up in a brief panic.  
  
???: Don't worry, Peter, my love. You're safe.  
  
Peter: Who said that?  
  
Then out of the darkness, a pale woman-like figure with red eyes and wearing a darker version of Peter's suit approaches him. She places a hand on his cheek and smiles.  
  
Symbiote: We are your friend, your lover, and the only one you'll ever need.  
  
Cut to black.  
  
To be continued...


	14. Symbiosis

We open with White Tiger jumping across the rooftops. She jumps down towards a fire escape and enters through a window. She removes her mask and lets out a sigh of relief. Someone knocks on the door.  
  
???: Ava? Is that you?  
  
Ava: O_O (quickly sticking on a dressing gown) Yes, Mom! Come in!  
  
That's when the door opens and a woman in her Late Thirties walks in. This is Angela Del Toro, Ava's mother.  
  
Angela: You alright?  
  
Ava: Yeah, just took a rest after doing a lot of cardio is all. Why, is something wrong?  
  
Angela: No. Everything is fine. Do you want anything? I was thinking of getting Chinese.  
  
Ava: Are you not working?  
  
Angela: Elisa gave me the night off.  
  
Ava: Oh, then yeah. Chinese is good.  
  
Angela: Good. (notices something on Ava's gown) Is that blood?  
  
Ava: (looking at her waist) No, it's fine.  
  
Angela: (taking off Ava's gown) Let me just-. (sees that Ava's wearing her costume) Avaginla Ayala, what have I said about fighting criminals?  
  
Ava: Mom, I can handle myself out there!  
  
Angela: Your father died doing the same thing, Ava. What if you get killed, huh?  
  
Ava: I won't. I was trained by Cap.  
  
Angela: Captain America trained you?! He's a criminal!  
  
Ava: He's a hero, always has been!  
  
Angela: Until The Registration Act became law!  
  
Ava: It got amended after that superhero grudge match. Why'd you think I signed it after Dad died?!  
  
Angela: Don't you dare-!  
  
The doorbell goes off.  
  
Angela: Change out of that suit. We'll discuss this later.  
  
Angela leaves to answer the door. To her surprise, Maza is there.  
  
Angela: Elisa?  
  
Elisa: Hey, Ang. Is Ava here?  
  
Angela: Yeah, she's in her room. What's wrong?  
  
Maza: I just want to ask her something. Is that alright?  
  
Angela: Ava, come out here!  
  
Ava: (off-screen) Coming! (sees Maza) Elisa, hey!  
  
Maza: (hugging Ava) Hey, girlfriend. How are you keeping?  
  
Ava: Can't complain. What are you doing here?  
  
Maza: Just want to ask you something important.  
  
Ava: How important?  
  
Maza: Concerning Peter Parker.  
  
Ava: Oh, um...  
  
Angela: Who's Peter Parker?  
  
Ava: J-Just a boy I know since I started going to Midtown High. Mom, can Elisa and I talk alone?  
  
Angela: Okay. I want details about this boy when you're finished talking. (leaves them to it)  
  
Elisa sits down on the sofa as Angela leaves to get Chinese. Ava makes coffee.  
  
Ava: Has something happened to Peter, Elisa?  
  
Maza: You haven't seen him?  
  
Ava: Only last week. He wasn't looking great. He kept sleeping in class throughout the day.  
  
Maza: What about when you're doing your thing?  
  
Ava: What thing would-?  
  
Maza: Ava, I know you're White Tiger.  
  
Ava: You-. Of course you do. Maybe not for long, if Mom has the last word. No, I haven't seen him since he started wearing that new suit. What's going on?  
  
Maza: That suit is taking over him. It's an alien of some kind. He's been ruthless fighting criminals, some with stab wounds, others beaten within an inch of life left.  
  
Ava: Jesus. I'll talk to him if I see him.  
  
Maza: Ava, he's too dangerous now. He might hurt you too. Please, I'm asking you to avoid him until he sorts it out himself.  
  
Ava: (taking a sip of her coffee) Okay, Elisa.  
  
Maza: Good. I'll stay until Ang gets back.  
  
We fade to the next day at Midtown High. Ava opens her locker and gets out her science textbook. She hears Flash approaching.  
  
Flash: Hey, Ava, can we talk?  
  
Ava: Flash, we've talked about this before. You can't look at my notes for the test. It's against School Policy.  
  
Flash: No, it's something else. Parker's been acting weird. Not just him, but Gwen too.  
  
Ava: Gwen? Do you think they broke up?  
  
Flash: Possibly. Those two were perfect together. They've been distancing themselves lately. Do you think we should talk to them?  
  
Ava: Flash, I think you could be on to something. I'll talk to Gwen and find out what her deal is. You watch Peter but don't get too close.  
  
Flash: Where would he be?  
  
Ava: (running down the hallway) I don't know. Find him. And don't hurt him either! I'll know!  
  
Flash: Hmm, weird.  
  
Liz: (approaching Flash) What was that about, Flash?  
  
Flash: Nothing important, Liz. Where's Parker?  
  
Liz: Might be in the labs, why?  
  
Flash: I'm gonna have a chat with him.  
  
We see Ava approaching Gwen, who's heading to the library.  
  
Ava: Gwen, wait up.  
  
Gwen: Ava. Is something wrong?  
  
Ava: We need to talk.  
  
Gwen: What is it?  
  
Ava: It's about Peter.  
  
Gwen just walks on.  
  
Ava: Gwen, wait. I know you two have broken up but-.  
  
Gwen: Ava, I know you'd say that I should talk with him but I need time to think.  
  
Ava: Can you tell me why you aren't together anymore?  
  
Gwen: (looks to see the halls are empty) Can you keep a secret?  
  
Ava: Yes, with my life.  
  
Gwen: I found out Peter was Spider-Man.  
  
Ava: You found out?  
  
Gwen: You knew?! Great, just great! Does Angel and Harry know too?!  
  
Ava: Gwen, listen. He told me that he's tried to tell you for a long while but these weirdos keep coming out of nowhere.  
  
Gwen: How did you find out? Are you two dating?  
  
Ava: No, I would never do that to you or anyone for that matter! (sighs) There's no easy way to say this. I'm White Tiger.  
  
Gwen: Ha, it all makes sense!  
  
Ava: Gwen, I know it was wrong to keep this from you but you do know it hasn't been easy for him. His uncle died-.  
  
Gwen: Because he was shot-.  
  
Ava: By a mugger Peter didn't stop. He feels responsible for it and has been fighting on our side ever since. Gwen, he's had a rough time. Give him another chance. Please.  
  
Gwen: (is silent for ten seconds) I can't. My family is moving to Paris.  
  
Ava: For how long?  
  
Gwen: Right now, I don't know. For good, maybe. Mom wants to stay but I'm not really sure. Don't tell him. I'll send a text to him and Harry. (reaches for something in her bag) Ava, can you do something for me? (hands Ava a letter and designs for a suit) Give those designs to Mr. Xanatos.  
  
Ava: And this letter?  
  
Gwen: Give it to Peter when the time comes. You'll know when.  
  
After that, Gwen walks down the hall. Ava puts the letter in her bag, we fade to the sciense lab. Peter is working on a new webbing formula.  
  
Peter: This should give us an advantage over those that would kill us. (phone goes off) Just a text from Gwen. It can wait.  
  
Flash: Well, Parker, you never know until it's too late.  
  
Peter: Piss off, Frederick. We've had a bad week.  
  
Flash: Yeah, I heard. Everyone is worried, including Anya. Not me. The Parker I know would find a way to cope and get past it. Then again, you haven't been the same since after your aunt got shot.  
  
Peter runs up and gets ready to punch Flash. Before he could land a hit, Ava grabs Peter by the arm and pins him to the floor.  
  
Peter: Get off us, Ava.  
  
Ava: This isn't you, Pete. Fight it.  
  
Peter shoves her off.  
  
Ava: Flash, head to class. I'll handle this.  
  
Flash nods and leaves. Peter lunges at Ava but she dodges and pins him to the ground facing her.  
  
Peter: Get off us or we'll make you suffer for this.  
  
Ava: You're not the same boy I met in Sepember. That boy wouldn't let some parasite take over his life. More importantly, that boy would remember that he has people that care for him more than that parasite feeding thoughts he normally wouldn't think. If you were smart as Flash says you are, you'd know that as well.  
  
Ava leaves. Peter lies on the ground in thought. We cut to later that evening. Spider-Man is swinging through the city, thinking about everything that happened.  
  
Spider-Man: Okay, if Flash was trying to help then something is off. Why is everyone worried about us? We're fine. If there was something off, we'd notice. We can't help but wonder if they are right. We also can't help but wonder why we're saying "we" and "us" instead of "I" and "me". (landing outside the church bell tower) It's the alien. It's taking over me. I have to get it off.  
  
Peter enters the bell tower as The Symbiote talks.  
  
Symbiote: Peter, don't do this. We need each other. Once we bind, we won't need anyone. We won't need Gwen, Xanatos, Eddie, Harry, Ava, Kaine, or-.  
  
Spider-Man: Or Aunt May?! That's not an option! Ever! I'm removing you tonight!  
  
He starts ripping the suit, groaning in pain as he does it. He goes for the mask. He rips off the right eyemask, which begins to reform.  
  
Symbiote: Stop this! You're hurting us!  
  
Spider-Man: Get. Off. Of. Me!  
  
He hits the bell, which causes them both to scream in pain.  
  
Spider-Man: Sound is your weakness, isn't it? Time to turn up the volume a bit more!  
  
Then tendrils shoot out and attach themselves to the ceiling.  
  
Spider-Man: (being pulled up to the ceiling)What're you doing?  
  
Symbiote: We can't let you do this to us! Let's talk, my love.  
  
Then The Symbiote starts to form a ball around Spider-Man, encompassing him. We fade to Peter's subconsciousness. Peter wakes up to find himself stuck to a wall, with the symbiote slowly bonding to him. He struggles to break free. He's then greeted by the same lady as before, only this time she wears a dress all in black.  
  
Symbiote: Peter Parker, we need to talk.

Peter: What are you?  
  
Symbiote: You know who we are, Peter. We are Sy'kina, your other half. We've kept both of us alive for the past fortnight.  
  
Peter: (trying to break free from his predicament) You. You nearly killed a few people.  
  
Sy'kina: (lightly nodding) More or less. We did those things. We used your gorgeous body to do those things but still.  
  
Peter: Why?  
  
Sy'kina walks over and kisses Peter.  
  
Sy'kina: Because we love you, Peter. We were kept in Xanatos' building for so long that we thought we'd never be free. Then we met you. Your emotions drew us to you. Your, anger, hatred, and fear. Beyond those, loneliness. We bonded with you to be with you, to help you in your darkest moments.  
  
Peter: (as the wall consumes him a bit more) And this is helping me how?  
  
Sy'kina: Oh, right. (waves her hand in front of Peter, freeing him from the wall) Sorry, but I had to make sure.  
  
Peter: Of what, that I couldn't fight back?  
  
Moments from all of the previous episodes appear behind Peter.  
  
Sy'kina: No. Make sure you understand our reason for doing those things. Your uncle paid the price for your mistake but with us, no one else would go through what you did. Bond with us, make us complete, and accept our love.  
  
Peter: But what about my friends, my family?  
  
Sy'kina: They'll be fine. We only wish to be with you, Peter. The question is will you let us?  
  
Peter: Bad things happened to me, yes. But why focus on the bad when there was some good to appear as well?  
  
Sy'kina: True but then your aunt got shot by him. Those feelings of sorrow, agony, fear, and rage are what drew us to you. When we attached to you, we looked at everything that happened. Death and pain follows you like bugs to dead flesh. The only way to prevent more death can only be found with us. Join us, and make our bond eternal. It's the right thing for both of us, Peter.  
  
Peter looks at those moments... then raises a hand and reaches for Sy'kina. Smiling, she reaches and attempts to receive his hand... until a different hand stops her.  
  
Sy'kina: What? Who-?  
  
Peter looks to see Uncle Ben.  
  
Peter: Uncle Ben?  
  
Uncle Ben: On your feet, kiddo.  
  
Sy'kina: What are you doing, Old Man?  
  
Uncle Ben: Talking sense into my nephew.  
  
Peter: She's right, Uncle Ben. If it wasn't for me, you'd still be here.  
  
Uncle Ben: Peter, there wasn't anything you could've done to prevent it. You've always felt responsible for my death but you did the right thing in stopping that crook.  
  
Sy'kina: After he killed you. He could have prevented it!  
  
Uncle Ben: Look past that moment, kid. I might be gone but I'll always be with you in your heart. You've grown into a great hero since then. And after that moment, Peter, it was only the beginning. Do you want her to take that from you?  
  
Peter thinks about all the good he's done. He remembers the good moments, from meeting Eddie again to dancing with Gwen at The Fisk Found Raiser. Peter looks up with determination. He gets up and slowly walks towards Sy'kina. His attire changes into his costume.  
  
Spider-Man: Sy'kina, you're wrong. Despite all the damage I've caused, I've never let it put me down. I'll live with it till the day I die.  
  
Sy'kina: Peter, what are you-? (gets punched)  
  
Spider-Man: Stopping you from taking control, (lands a kick) saving the day, (runs at her) saving myself, (grabs her and lifts her) and saving everyone I love. Because that's what true heroes do.  
  
With that said, Peter throws Sy'kina towards his memories. She hits a screen. She screams as it burns her arm. Spider-Man fires two webshots, sticking her to the screens. She screams in pain.  
  
Sy'kina: Peter, please!   
  
Spider-Man: (unmasking) Sorry, Sy'kina, we're just not made for each other. Get out of my head.  
  
Spider-Man watches as she burns. She then fades into the light. Spider-Man looks at Uncle Ben.  
  
Spider-Man: Thanks, Uncle Ben.  
  
Uncle Ben: (smiling) Anytime, Pete.  
  
We fade to white then fade to reality. Spider-Man frees himself from the cocoon. He hits the bell numerous times, and peels the symbiote of his body. He webs it up in a bag made from webbing.  
  
Peter: Lets end this.  
  
We cut to early the next morning in XanaTronics. Eddie walks into his lab and sees Peter heading to the vault.  
  
Eddie: Peter?  
  
Eddie follows Peter. Peter places the symbiote in a spherical containment tube.  
  
Eddie: Peter, is that the alien? Bro, thank you! (notices a tear running down Peter's face) Wait, what're you doing?  
  
Peter: (lowering the temperature of the containment sphere) Sorry, Eddie.  
  
Eddie: No! You're killing it!  
  
Eddie is too late as ice encompasses the symbiote. He drops to his knees. Peter heads for the door.  
  
Peter: Spider-Man said it was too dangerous for it to live. I'm truly sorry, Bro.  
  
Peter leaves. Eddie stands up after two minutes in silence. He is filled with anger.  
  
Eddie: You bastard. Peter, that was our legacy and you killed it! That would've saved lives! Do you not care about that?! You're just as bad as Spider-Man! (as the symbiote breaks free from the ice) Somehow, I'll get even... with... you?  
  
Eddie hears something. He turns to see the symbiote, free from the ice and reaching for him.  
  
Eddie: You're alive? And you're reaching for me.  
  
Eddie opens the containment sphere and the suit wraps itself around him, forming a cocoon. We cut to Eddie's subconscious. He's greeted by Sy'kina, who has half her body burned, the flesh on her right arm burned off completely, and a scar on the right side of her face. She approaches him.  
  
Sy'kina: Hello, Eddie.  
  
Eddie: What are you?  
  
Sy'kina: We're Sy'kina. Tell us, do you hate Peter Parker?  
  
Eddie: Yes.  
  
Sy'kina: We hate him also. Do you wish to know why?  
  
Eddie hesitates at first but nods his head. Sy'kina shoots a tendril from her hand and it attaches to Eddie's forehead. He sees images from Peter's mind, specifically those of him as Spider-Man.  
  
Eddie: Peter is Spider-Man?! He kept that from me?! Why the hell didn't I see it before?!  
  
Sy'kina: Yes, and he tried to murder us because he was afraid to take my offer of complete symbiosis. Tell us, Eddie Brock Jr., do you want vengeance?  
  
Eddie: Yes.  
  
Sy'kina: Do you want him to suffer?  
  
Eddie: Yes!  
  
Sy'kina: Do you want to rid him from this world?!  
  
Eddie: Yes!  
  
Sy'kina: Bond with us and we'll do it together!  
  
Eddie walks over and merges with Sy'kina. We then are consumed in darkness. The Symbiote Theme from Spider-Man 3e then flash to reality where Eddie burst out from the cocoon and we see [the monster he has become.](https://www.deviantart.com/users/outgoing?https://vignette.wikia.nocookie.net/marveldatabase/images/0/04/Venom_Vol_4_1_Rivera_Variant_Textless.jpg/revision/latest?cb=20180222181228)  
  
Venom: We are your demise, Spider-Man. From this moment on, we are poison to both you and Peter Parker. We... Are... VENOM!  
  
Venom lets out a roar and starts to make his way to the main labs. He starts thrashing about, destroying his lab equipment. A security guard walks in.  
  
Security Guard: (pulls out his gun) Freeze!  
  
Venom: (turning with a sadistic smile) Run.  
  
The Security Guard opens fire but a tendril wraps itself around his leg. Venom drags the guard closer, forms claw-like fingers, and slashes at the guard's throat. Venom throws the guard through a window, sending him flying to the ground. Witnesses scream and yell in terror. Venom jumps out of the window and sticks to the wall of a nearby building. He looks in our direction. He fires a tendril and jumps at the screen, making us cut to black. The next thing we hear is the roar of the newly birthed villain in Spider-Man's rogue's gallery.  
  
To be continued...

**Notes for the Chapter:**

> Next time, Peter has his first fight with Venom and Felicia decides to have a reunion with her mother.


	15. Venom

We open with Harry sitting in his office. Bench walks in.  
  
Morris Bench: Mr. Osborne, are you feeling alright?  
  
Harry: (looking up) Hm? Yeah, Morrie. Just thinking to myself about the future of the company.  
  
Morris Bench: Okay, sir. Do you want coffee or anything?  
  
Harry: Please.  
  
Bench leaves. We are shown that Harry is looking at a newspaper article. "Oscorp: Worse Than Spider-Man?" it says. Then the window behind Harry slowly opens. Harry turns and looks in confusion. He gets up walks over, and slowly leans out. Then a tendril hits him in the chest, sending him flying back into his office. Venom climbs up and enters.  
  
Venom: Hey, Harry.  
  
Harry: What the hell? What are you? What do you want?  
  
Venom: (peeling back his face to reveal his identity) We're hurt, Harold. We thought you'd remember us.  
  
Harry: Eddie? Jesus, what happened?  
  
Venom: We call ourselves Venom now. We bonded with the costume Spider-Man's been wearing for the past few weeks. Now we wish to help you get him.  
  
Harry: Eddie, this is insane. We need to get you help-.  
  
Venom's face comes back, fires a tendril which wraps around Harry's legs, and suspends him over the streets below.  
  
Harry: WHOA, EDDIE!  
  
Venom: We are just fine, Harry. What we want is Spider-Man dead, and you're gonna help. Understand? Or would you like to become street pizza?  
  
Harry: (as the tendril releases one leg) Wait, Eddie! Okay, okay! Let's help one another out! Just don't kill me!  
  
Venom: (bringing Harry back in and setting him in his chair) We'd never do that to a friend like you, Harry.  
  
Harry: I'll help, on one condition. Bring him to me, alive. We'll kill him together.  
  
Venom: Why would we agree to this?  
  
Harry: You're not the only one that Spider-Man's ruined.  
  
Venom begins to smile sadistically as we fade to Peter leaving his house and heading to school, while [this song](https://www.deviantart.com/users/outgoing?https://m.youtube.com/watch?v=zMNZ5Gw3Zbg) plays in the background. He ducks into a hedge and changes into his costume. He swings for Midtown. after two full minutes of swinging, he lands on the rooftop of a nearby building. He looks down.  
  
???: Back in your old threads?  
  
Spider-Man: (turning to see Ava) Ava, I'm sorry. I-.  
  
Ava: It wasn't you, Pete.  
  
Spider-Man: But-.  
  
Ava: I said it wasn't you. What happened to the alien?  
  
Spider-Man: I killed it. It won't hurt anyone again. Eddie's not taking it well. Not just him, I mean that alien was something that my dad worked on.  
  
Ava: You had no other option, Pete. C'mon, we'll talk after school.  
  
Ava leaps off the side and lands on her feet. Spider-Man is about to do the same but, before he lands, his spider sense goes off. He hits the ground, groaning.  
  
Ava: Peter?  
  
Spider-Man: (in pain) Spider sense is going off for some reason. It's never caused me pain before.  
  
He gets to his feet but it goes off again.  
  
Spider-Man: Agh! What the hell, Spider Sense?  
  
Ava: Hide before someone sees you-.  
  
Random Bystander: Oh my God, it's Spider-Man! And he's got a girlfriend!  
  
Ava: What?! I'm not his girlfriend!  
  
Spider-Man: I'll go. (swings off)  
  
Ava ducks behind a dumpster. A group of bystanders rushes past. Ava gets up once they leave and sheepishly heads for school. A while later, Peter makes it in okay. He notices Flash in the gym and heads there.  
  
Peter: Flash, can we talk?  
  
Flash: About?  
  
Peter: About yesterday. Thanks for trying to help me come to my senses.  
  
Flash: (smiles) Don't mention it, buddy. And I mean not to anyone.  
  
Peter: Will do.  
  
Peter walks down the hall and his spider sense goes off in a much more painful way.  
  
Peter: (dropping to the ground) AGGGGHHHHHHHOOOOOOOWWWWWWWW! What the hell is happening?  
  
Peter walks down the hallway. Unbeknownst to him, Eddie appears out of a corner.  
  
Eddie: Don't worry, Spider-Man. We're just getting started.  
  
We cut to Mr. Warren's class. Peter feels more pain from his spider sense. He looks out the window to see Xanatos approaching.  
  
Mr. Warren: Peter, what is the answer?  
  
Peter: Ether, sir.  
  
Mr. Warren: Very good. Now, I'd like you all to write the answers to the following questions.  
  
The door opens. Xanatos walks in.  
  
Xanatos: Mr. Warren. Sorry to interrupt but can I speak with Peter?  
  
Mr. Warren: Of course. Peter, you're exempt from class.  
  
Peter gets up and leaves. Ava raises her hand.  
  
Ava: Sir, I have to go to the bathroom.  
  
Mr. Warren: Very well.  
  
Ava walks out and follows Peter and Xanatos.  
  
Ava: Hey, guys. Mind if I join?  
  
Xanatos: Sorry, Miss, this is business-.  
  
Peter: David, she knows.  
  
Xanatos: C'mon.  
  
We cut to later in XanaTronics. Xanatos shows off Venom's first appearance at the end of the previous episode. He pauses, giving Peter and Ava a good look at Venom.  
  
Peter: This was yesterday?  
  
Xanatos: Yes, early in the morning.  
  
Peter: Do the police know?  
  
Xanatos: They're investigating. Witnesses claim to have seen you killing a security guard.  
  
Peter: That wasn't me.  
  
Xanatos: You're sure?  
  
Peter: Positive.  
  
Ava: He's telling the truth. He was wearing his previous suit, Mr. Xanatos.  
  
Maza: (walking in) Just checked the footage, Peter. You left minutes before the murder. Still doesn't mean NYPD will think you're innocent.  
  
Ava: I'll help with the investigation.  
  
Maza: But you said-.  
  
Ava: Mom said she doesn't want me fighting crime but she didn't say I couldn't help you investigate a crime.  
  
Peter: If that's the case, I'll try and avoid the cops. Might lay low for a while until this imposter rears his head again.  
  
Xanatos: Good idea. I'll let you know if we find anything.  
  
Peter: Right. David, about The Lizard, I want to apologise for my overreaction.  
  
Xanatos: Peter, it's fine. I've got an old friend working on a cure. Conners will be fine.  
  
Peter leaves the office. He enters the elevator and heads for the ground floor. Cut back to the office. Ava approaches Xanatos, getting out Gwen's designs from her bag.  
  
Ava: Sir, I know I shouldn't bother you but Gwen told me to give these to you.  
  
Xanatos: Why couldn't Gwen give these to me herself?  
  
Ava: She's left for France. She found out about Peter and now she's leaving.  
  
Xanatos: I see... (looks at Gwen's designs) A tactical version, eh? I'll see what I can do. Thank you, Miss Ayala.  
  
Cut back to Peter. He reaches the front door when his spider sense goes off at full power. He drops to the ground, yelling in pain. He gets helped up by...  
  
Felicia: Hey, you okay?  
  
Peter: Yeah, these migraines come and go. (stares at Felicia) Thank you.  
  
Felicia: You're welcome. You need a cab?  
  
Peter: No, I think I'm good. You work here?  
  
Felicia: No, just visiting my mom before I move on to my next adventure. See ya. (she leaves but stops before she enters the building) I'm Felicia, by the way. Felicia Hardy.  
  
Peter: Peter Parker. See you around. (walks down the sidewalk)  
  
Felicia: _Peter Parker..._  
  
We cut to Peter arriving home. He opens the door.  
  
Peter: May, I'm home! (gets no response) May?  
  
Peter walks into the kitchen to see it completely trashed. Horror fills his face.  
  
Peter: Oh no.  
  
He runs up the stairs and checks her bedroom. She isn't there. Peter looks at a note attached to a black web.  
  
Peter: "You want her back? Meet me at the Oscorp Harbour. Guess Who?"  
  
Peter pulls on his costume and heads for the harbour. He reaches there after a while and lands in front of a warehouse. His spider sense goes off again, forcing him on one knee as a tendril bursts through the door, wraps itself around Peter, and drags him in. Peter hits the floor, right shoulder first. His spider sense goes off as he dodges an attack from his foe.  
  
Spider-Man: What the hell?  
  
Venom: Hello, Spider-Man. Or should we call you Peter Parker?  
  
Spider-Man is filled with terror at his foes appearance. We cut to Fox walking down a hallway. She nods at passing workers that greet her. She reaches Xanatos' office.  
  
Owen: Mrs. Xanatos, Mr. Xanatos is expecting you.  
  
Fox: Any reason why, Owen? I was helping our son with his project.  
  
Owen: Someone wants to see you.  
  
Fox walks in to see Xanatos getting up from his chair and heading for the door.  
  
Fox: David, what's going on?  
  
Xanatos: I'll let you two be alone for a while.  
  
Xanatos leaves. Fox looks around the office and looks out the window.  
  
???: Hell of a view you've got.  
  
Fox turns around to see Felicia. Fox is in shock. She takes a few steps forward.  
  
Felicia: Hello, Mom.  
  
Fox: Felicia? Is that-?  
  
Felicia: It's me, Mom. It's been a long time.  
  
Fox walks over and gives her daughter a hug. Tears run down her face.  
  
Fox: I've missed you so much.  
  
Felicia: I've missed you too.  
  
Fox: Where have you been? I've had people searching for you for years and you weren't anyway to be seen.  
  
Felicia: I didn't want to be found. Ever since Dad died and you being with The Pack, I figured you wouldn't want me around.  
  
Fox: You're my daughter, Felicia. Of course, I did. You'll always be my daughter. We should get you a room.  
  
Felicia: (looking down) About that...  
  
Fox: What?  
  
Felicia: I'm going to Paris for a while and I wanted you to come with me.  
  
Fox: Felicia, I'd love to but-.  
  
Felicia: I'll understand if you don't want to. You've got a son to look after and a husband with a successful business, just as successful as Stark.  
  
Fox: I was going to say but only if we bring Alex.  
  
Felicia: Cool.  
  
Fox: Okay. When's the flight?  
  
Felicia: Next week. David booked it for me. He's a great guy.  
  
Fox: Indeed he is.  
  
The two of them look out over the city.  
  
Felicia: Y'know, I always wanted a little brother.  
  
We cut over to where we left off. Spider-Man tries to make a move but Venom grabs our hero and throws him into a wall.  
  
Venom: Remember us, Spider?  
  
Spider-Man: (struggling to get up) Sy'kina, but I destroyed you. I watched you freeze-. (a tendril wraps around his neck, choking him)  
  
Venom: You really thought that a little ice would kill us? No, all that did was anger us more than you can fathom!  
  
Spider-Man: You bonded with someone else?  
  
Venom: Someone that accepted our gifts. (Slams Peter into the floor) One that now knows of things that could end the universe. (slams Peter into a wall) One that hates you just as much as ourselves.  
  
Spider-Man: Who?  
  
Venom: Guess who. And when you're dead, your aunt is next.  
  
Spider-Man breaks free and runs at Venom. He leaps and lands two kicks to Venom's face. Venom retaliates with a punch so hard, it sends Peter going through a wall and into the sea. Venom walks out of the building and goes to the water.  
  
Venom: Where are you, Parker?  
  
We pan over to a sewer pipe. Spider-Man quietly crawls in. Venom walks along, growing impatient. He notices the sewer pipe and runs over to it. He sniffs and crawls in. We cut to deep in the sewers. Spider-Man limps along and rests at what remains of Lizard's den.  
  
Spider-Man: Have... To rest... Sy'kina bonded with someone but who? Think, Peter. Who was with you that morning? (spider sense goes off) Agh!  
  
Then, in the distance...  
  
Venom: (singing slowly, getting closer and closer) ♪The Itsy-bitsy spider crawls up the water spout... Down came Venom and snuffed the spider out... Out came the rain clouds to wash away the dread... Cause Itsy-bitsy spider is finally...♪  
  
Spider-Man backs away as the singing gets closer. He tries to hold in his pain from his spider sense. Then...  
  
Venom: (appearing behind Spider-Man and grabbing him by the neck) Dead!  
  
Venom begins to crawl up the wall, bashing Spider-Man against while crawling. They reach the top and Venom, with all his strength, slams Spider-Man through it, sending him flying into the streets above. Spider-Man hits the ground, landing at the feet of Ned Leeds.  
  
Ned: Spider-Man? What's going on?  
  
Spider-Man: R... Run...  
  
Spider-Man writhes in pain due to his spider sense as Venom crawls up. Venom lifts Spider-Man by the leg, swings him around and lets go, sending Peter flying into a nearby alleyway.  
  
Venom: I expected more from you, Spider-Man. I'm insulted.   
  
Spider-Man struggles to speak.  
  
Venom: Sorry, can't hear you. Speak up.  
  
Spider-Man: Who are you?  
  
Venom: You still haven't a clue. (as Venom's face peels back to reveal his identity) Then again, you weren't always that smart... Bro.  
  
Spider-Man: (eyes widen beneath his mask) Eddie?!  
  
Venom: You finally guessed. Still a bit late. (as Venom's face comes back) We're not the Eddie Brock you know. From now on, we're the greatest threat to your civilian and hero life. We are your greatest enemy. We. Are. Venom!  
  
Spider-Man: Bro, listen to me-.  
  
Venom: We're not BROTHERS! (punches Spider-Man in the stomach) We may have known each other as kids, always playing when our parents came to visit each other, but we were never real siblings. When your parents died, you had May and Ben. At least you haven't killed her yet.  
  
Spider-Man tries to get up but Venom lifts him and slams him back into the ground.  
  
Venom: We had no one else. We were alone until we met Sy'kina.  
  
Spider-Man: Eddie, she's using you. Get her off.  
  
Venom: (lifts Peter by the neck) Say our name.  
  
Spider-Man: Eddie Brock Jr.  
  
Venom: (tightening his grip) Say our REAL name.  
  
Spider-Man: Venom.  
  
Venom: No.  
  
Venom punches Peter into a wall, rendering him unconscious. We fade to black as Venom laughs at his victory.  
  
To be continued...

**Notes for the Chapter:**

> Next time, we get a bit of backstory for Eddie before the finale as he has a close encounter... with Cletus Cassidy.
> 
> Also, Anne Weying.


	16. A Time Of Hardship

We open with a peaceful New York night.  
  
Eddie: _So, you're all probably wondering how I got to where I am now. The answer is, let's say... Interesting. First of all, after my parents died, I was put into foster home after foster home. It got boring really damn quick so I ran from everything. With no money or food, I fended for myself and stealing from the good guys._  
  
 **NEW YORK: TWO YEARS AGO**  
  
We see a young Eddie Brock running down the street. A cop is running after him.  
  
Cop: Stop, Thief!  
  
Eddie ducks into an alleyway. The cop runs past. Eddie relaxes.  
  
Eddie: Douchebag. (reveals that he stole a can of Dr. Pepper)  
  
Eddie: _It was a fun life while it lasted. However, the only bad thing was when I ran into him._  
  
Eddie opens it and takes a drink. He sighs.  
  
???: Stealing isn't the right thing, y'know.  
  
Eddie looks to see a guy with ginger hair leaning against a wall, smoking.  
  
Eddie: I don't want any trouble.  
  
Ginger Guy: Oooh, my good friend, you're already in trouble if a peeler is after you. (pulls out a cigarette) You smoke?  
  
Eddie: No.  
  
Ginger Guy: (taking another puff) So, anyway, why'd you steal a can of delicious Dr. Pepper?  
  
Eddie: To survive. It's a dog-eat-dog world out there, right?  
  
Ginger Guy walks over, stands in front of Eddie... And removes a thread from Eddie's sleeve. He smirks.  
  
Ginger Guy: Good answer, my friend. I like that sort of attitude. Oh, where are my manners? I'm Cletus, Cletus Cassidy.  
  
Eddie: Eddie, Eddie Brock Jr.  
  
Cletus: (raising his eyebrows to that and smiling) Fancy. Pretty tall for someone named Junior. Where's Eddie Sr.?  
  
Eddie: Dead.  
  
Cletus: Oh, I'm so sorry to hear that. I don't have a dad. Well, I did but some twat stabbed him to death. (snickers) Sucks to be us, right?  
  
Eddie: Yeah.  
  
Cletus: So, Edwardo, how about we take a walk to my place? Sound good?  
  
Eddie: I don't know...  
  
Cletus: (placing a hand on Eddie's head and messing up his hair) I insist, buddy.  
  
Cletus walks down the alley with Eddie tagging slowly behind. We fade to an old Oscorp warehouse.  
  
Eddie: _I didn't know Cletus that well but he seemed like an okay guy. Boy, would I regret it. Seriously._  
  
Cletus kicks open the door.  
  
Cletus: Home, sweet home! What'd ya think? Is it the furniture?  
  
Eddie: No, it's great.  
  
Cletus: (in shock and placing a hand on his chest) That has to be the nicest thing anyone ever said to me, Eddie. Thank you. Everyone used to say "Stop it!" or "Cletus, please!" or "We want... A shrubbery!"  
  
Eddie: You okay?  
  
Cletus: Never better. Why?  
  
Eddie: You just seem...  
  
Cletus: (leaning in) Weird? Yeah, I've always been like this. Even after Daddy got slashed in the throat.  
  
Eddie: I thought you said he was stabbed?  
  
Cletus: No, that's absurd. (beat) I slashed his throat first, theeeeeeen I stabbed him. In the stomach. Repeatedly. Then cut off his cock for good measure. Oh shit, I shouldn't have told you that.  
  
Eddie runs deeper into the warehouse. Cletus calls out in the background.  
  
Cletus: Eddie, where are you? Are we playing tag? I love that game! Let's play my version. The rules are simple! If you make it out of the warehouse alive and without me finding you, you win! But if I get you... Well, let's put it nicely and say the results won't be pretty. Okay? Let's play!  
  
Eddie bumps into a crate, which opens to reveal several dead people and a couple of headless bodies. He tries to get them off him. He gets up and continues running. We briefly slide to Cletus, who is listening to the ground. He gets open and starts walking. Smash cut to Eddie. He opens a door and enters a storage cabinet. He sees a blonde girl in her underwear with slash marks on her left side.  
  
Eddie: _Apparently, I wasn't the only person that Cletus befriended._  
  
Eddie: Hey, you okay?  
  
Girl: Stay away from me.  
  
Eddie: I'm not gonna hurt you. Is there a way out of here?  
  
Girl: (shakes her head) Only the frond door.  
  
Eddie: Crap. C'mon, let's get out of here.  
  
Girl: Leave me.  
  
Eddie: Hey, it'll be okay. I'll protect you from that guy. I promise. I'm Eddie. (extends his hand in friendship)  
  
Girl: (looks at his hand, then Eddie himself, then accepts it) Ann.  
  
The two of them get up and open the door. They five steps forward when Cletus peers out from the corner with a huge slasher smile. Ann screams. Eddie braces himself. Cletus walks slowly towards them.  
  
Cletus: Eddie, buddy, I'm so disappointed. (pulling out two knives) I thought you'd last longer than the rest. Then again, they were mostly adults. She lasted longer than you, and she's, like, a year younger than you. Oh well, beggars can't be choosers as me dad said before he beat me with his belt. Time to die.  
  
Eddie just runs up and punches Cletus in the face because, if you haven't noticed, Cletus likes to talk. A lot.  
  
Eddie: Not today.  
  
Eddie and Ann run along. Cletus gets up groaning.  
  
Cletus: Hell of a punch, Eddie! The girls must like that!  
  
Eddie and Ann see the door and run towards it. However, Cletus is running beside them, on the huge pile of boxes. Ann runs out but Cletus leaps and lands on top of Eddie. Cletus stabs Eddie in the shoulders.  
  
Cletus: Tell me something, Eddie. You ever watch Special Victims Unit? Well, let's say you're tonights Special Victim.  
  
Cletus raises his hands, ready to kill Eddie... Until two bullets go through Cletus' wrists.  
  
Cletus: Jesus Christ!  
  
We pan over to see Captain George Stacy holding the gun.  
  
Cp. Stacy: We got you, punk.  
  
We fade to later. Cletus is being shoved into a police van. Eddie sits with Ann, who has a towel wrapped around her.  
  
Eddie: Hey, Ann. Thank you.  
  
Ann: For what?  
  
Eddie: Saving my life.  
  
Ann: I didn't-.  
  
Eddie: If you didn't get that cop on time, I'd be another dead body for his collection. So, thank you.  
  
Ann: You're welcome.  
  
Cp. Stacy: Alright, we'll need to bring you two in for questioning.  
  
A car pulls up. And stepping out of it is Xanatos.  
  
Xanatos: Everything alright, George?  
  
Cp. Stacy: We finally got the perp for the deaths from the past month. Ravencroft has been looking for him a long time and now they can rest easy tonight. These kids were lucky.  
  
Xanatos: (looking at Eddie) What's you're name, son?  
  
Eddie: Eddie Brock, sir.  
  
Xanatos: I take it you're Eddie Brock Junior.  
  
Eddie: Yes.  
  
Xanatos: Your father used to work for me before, y'know...  
  
Eddie: Yeah...  
  
Xanatos: Would you like to work for me when you're finished with the police?  
  
Eddie: That's-. I-I mean-. Yes, Mr-. Uh...  
  
Xanatos: (offering a hand shake) Xanatos. David Xanatos.  
  
Eddie shakes his hand as we fade to white.  
  
 **PRESENT DAY**  
  
We fade back to Eddie's mind in the present.  
  
Eddie: And that's how I can to be in his employment. After that, I owed him for that. Then he works with Peter when he's Spider-Man.  
  
Sy'kina: People aren't always as they seem, Eddie. Parker has proven that to you these past few weeks.  
  
Eddie: Sy'kina, I'm glad to have met you.  
  
Sy'kina: We're glad as well.  
  
We pan out as we see, in reality, Venom is dragging Spider-Man along as they head towards Oscorp. We fade to black.  
  
To be continued...

**Notes for the Chapter:**

> Next time, secrets will be revealed as the final fight with Venom begins.


	17. The Reveal

We open with a news report.  
  
Jameson: This is J. Jonah Jameson with breaking news! Two Spider-Men are running around the streets! The wall-crawling menace received a brutal beat-down eariler this night by a new bulkier version of himself. Witnesses said that Big Spider-Man is dragging O.G. Spider-Man to Oscorp. Whitney Chang will keep us updated.  
  
The screen goes black as we pan out to reveal that we're in Xanatos' office. Ava and Maza are with him.  
  
Ava: Jesus.  
  
Maza: Ava, it's going to be alright.  
  
Ava: You don't know that. What are we going to do?  
  
Xanatos: I'd ask my allies but Goliath and the others are helping Strange with another case. Looks like we're on our own. I'm open to suggestions myself.  
  
Ava: I'm going to Oscorp.  
  
Maza: Ava-.  
  
Ava: Peter did the same for me. Time I returned the favour. (walks out)  
  
Maza: She's alot like her dad.  
  
Xanatos: Yes... (thinks back to when he met Eddie) Elisa, you remember when The Cletus Cassidy Case from two years ago?  
  
Maza: The Carnage Killer? Only what the files said. Why?  
  
Xanatos: Think you could dust up that file and show it to me?  
  
Maza: It'll take a while to find but I'll see what I can do.  
  
Maza leaves the office. Xanatos thinks to himself.  
  
Xanatos: Peter, you can fight this.  
  
As we pan to behind Xanatos, we fade to Harry's office. Bench rushes in.  
  
Morris Bench: Mr. Osborne! That thing is heading here with Spider-Man in tow! What should we do?  
  
Harry: That's good to hear, Morrie. Tell security to tell that creature to meet me in the sub lab.  
  
Morris Bench: Sir?  
  
Harry: I'll use the tech from the cancelled task force project to kill the creature. Tell everyone to stay out of it's way.  
  
Morris Bench: Okay, sir. Right away.  
  
Harry walks past Bench and heads for the elevator. He enters and heads down.  
  
Harry: Finally, Spider-Man, you're mine. Brock, you did good but you can't be allowed to live.  
  
Harry enters the sub lab and is greeted by Spencer Smythe.  
  
Harry: Spencer, ready the glider and armour.  
  
Spencer: What for, Harry?  
  
Harry: The time has come, my friend. (puts on his body armour) I'm going to kill Spider-Man.  
  
We cut to Ava, in costume, jumping from rooftop to rooftop. She reaches Oscorp just as Venom enters the building. Ava jumps down and runs for the door. The Lockdown Procedure initiates. Ava slides in just before the shutters come down. Venom has gotten into an elevator just as Ava finally catches up.  
  
White Tiger: Dammit! _C'mon, Ava, you got this._  
  
She uses her strength to open the elevator doors and, acting quickly, jumps into the elevator shaft. She hangs onto the cable moving downwards. We cut to the sub lab. Venom enters and tosses Spider-Man towards Spencer.  
  
Spencer: Hello, Venom. I see you brought our target. You have my applause.  
  
Venom: Who the hell are you? Where's Harry?  
  
Then Venom is hit with a sonic blast.  
  
Venom: AAAAAAAAAAAAAARRRRRGGHHHHHHHHHH!!!  
  
Harry hovers forwards from the shadows on his glider, holding a sonic cannon.  
  
Harry: Eddie, you really should be careful when working for someone like me.  
  
Venom: You betrayed us?!  
  
Harry: No, I used you. After seeing what you can do, I did a little research. My Dad tried to get NASA to send him an alien lifeform to study but John Jameson chose XanaTronics over Dad. I had Spencer hack into XanaTronics' database to find out everything about your suit and how to kill it.  
  
Venom: We'll kill you for this, Osborne! (getting blasted again) AAAAAAAAAAAAAAAAARRRRRRRRRRRGGGGGGGGHHHHHHHHHHH!!!  
  
Venom goes unconscious. Harry tosses the cannon aside.  
  
Harry: Spencer, leave us.  
  
Spencer: But, sir-.  
  
Harry: They can't do anything. Go home and say hi to Allister for me.  
  
Spencer: Right, Mr. Osborne.  
  
Spencer enters a backdoor and heads up a flight of stairs. Harry turns his attention to Spider-Man. He jumps off his glider as it powers down. He unsheates a green katanna and walks towards Spider-Man, who is slowly regaining his consciousness.  
  
Harry: After all these months, you're finally at my mercy. I've waited so long for this. I'd kill you quickly but, truthfully, I want to see your face when I kill you. Time to see who is the man behind the mask!  
  
Harry grabs it and pulls it off and Peter is now fully awake. Harry is stunned. He takes a few steps back as he sees the face of his best friend.  
  
Harry: (dropping his sword) No. No, it can't be. This isn't right. Peter, please tell me I'm halucinating.  
  
Peter gets up.  
  
Peter: Harry.  
  
Harry: You're Spider-Man?  
  
Peter: Harry, where's my aunt?  
  
Harry: Your aunt? How should I know?  
  
Peter: Venom has her. Where is she?  
  
Then, Peter's spider sense goes off again, causing him pain, as Venom starts to stand.  
  
Venom: See what your lies do, Peter? They hurt those you care about, get them hurt, get them killed. You say you don't mean for it to happen but we all know it's your fault.  
  
Peter runs for the sonic cannon but one of Venom's tendrils grabs it and splits it in half.  
  
Venom: Ah-ah-ah, not letting you guys do that to us again. Nothing will help you.  
  
Just then, Ava rushes in and slashes at Venom's leg. Ava does a backflip and stands beside Peter.  
  
Peter: (in pain) What kept you?  
  
White Tiger: Traffic. That and I wanted to make an entrance.  
  
Peter: Entrance made. It wasn't bad.  
  
White Tiger: Like you would've done it better.  
  
Spider-Man: (putting his mask on) Now, Eddie, I've only one question and I'd damn well get an answer. Where. Is. My. Aunt?  
  
Venom: Oh, don't worry, Parker. You'll join her and the other two soon enough.  
  
Spider-Man: Other two-? (spider sense goes off) Aaaaaaggggghhhhhhhh! (gets hit by a tendril) Dammit, Eddie!  
  
Venom: It's Venom!  
  
White Tiger: (running at him) Well, Venom, meet Antidote! (lands a flurry of slashes and kicks)  
  
Before lands another, Venom grabs her by the leg and extends his fingers into claws. He points them at Ava's throat.  
  
Spider-Man: Eddie, no!  
  
Venom: Listen well, Parker, you will surrender to us without any kind of resistance or we will skin this cat alive. Do we have a deal?  
  
White Tiger: Peter, don't do it!  
  
Spider-Man: I will go but only if you spare her life. After that, we can play whatever game you've got planned for me.  
  
Venom: Yes or no?  
  
Spider-Man: Sy'kina, please. I'm only talking to you. Wouldn't you rather see me suffer rather than an innocent life? Do this for me, as a reminder of our love.  
  
Venom's eyes widen after hearing that. Venom's face then changes into the face of Sy'kina.  
  
Sy'kina: Peter, do you mean that?  
  
Spider-Man: With all my heart.  
  
Sy'kina's face changes back into Venom's face. Venom drops Ava and grabs Spider-Man. He then raises his fist and knocks Peter out in one punch as we cut to black.  
  
To be continued...

**Notes for the Chapter:**

> Next time, the finale!


	18. Parker Vs. Brock

We open with Xanatos looking at an email that Cap sent him and talking to him over the phone.  
  
Xanatos: Kronos Corporation. I've heard of it.  
  
Steve: ** _Bucky captured somebody that used to work for them but the guy is fearing for his life. Figured you could do some digging.  
_**  
Xanatos: I've got a lot on my plate right now, Steve, but I'll see what I can do.  
  
Steve: _**Also, we need to have a chat about your friend Spider-Man.**_ **  
**  
Xanatos: I've said he isn't ready for something that big.  
  
Steve: ** _I'll be the judge of that. Besides, I'm not talking about him joining The Ultimates. I think he needs a little more training.  
_**  
Xanatos: He can handle himself.  
  
Steve: _ **I've seen what he can do. He can be better than that.  
**_  
Owen: Mr. Xanatos, Lieut. Maza is back.  
  
Steve: _ **Something I should know?  
**_  
Xanatos: No, we'll talk later. Bye, Steve. (hangs up) Send her in, Owen.  
  
Maza: (walking in) Here it is. Now, why did you want this file, David?  
  
Xanatos: Something that might help Peter.  
  
He presses a button and the ceiling opens up to let The Crimson Gargoyle armour descend.  
  
Xanatos: I'm heading to San Francisco. I'll be back as soon as I can.  
  
We fade to black. We fade to Peter waking up in a dark room. He looks to see a badger sniffing at him, which causes him to leap to the ceiling.  
  
Spider-Man: Agh! Go annoy Toad, Badger!  
  
He crawls along the ceiling and enters a long dark corridor.  
  
Spider-Man: Great. If a creepy puppet is behind this, I'm killing myself.  
  
???: (over microphones hanging on the ceiling) _**Oh, we can let you do that, Peter.**_  
  
Spider-Man: Venom. What game are you playing now?  
  
Venom: _ **Who said this was a game? We're gonna prove that you hurt everyone you care for with every decision you make. Starting with...  
**_  
A door up ahead lights up. Spider-Man hesitates at first but opens it anyway. He's encompassed in complete darkness until a bright light switches on. Spider-Man looks to see Ava, and Gwen suspended over a tank of acid.  
  
Venom: _ **Here's your first test, "Hero". These are the ones you love the most. Only you can save one. The girlfriend you lied to or the superheroine that has a crush on you? Choose well.  
**_  
Two buttons ascend from the floor.  
  
Spider-Man: I refuse to do this, Sy'kina!  
  
Venom: _ **Choose or they both persih, Peter. Their fates are in your hands.  
**_  
Ava: Peter, save Gwen!  
  
Gwen: Save Ava, Peter!  
  
Ava: Peter, you love Gwen with all your heart. Save her.  
  
Spider-Man: But, Ava-.  
  
Ava winks at him. We see Ava is using a lock pick to free herself. Peter then presses the button in front of Gwen.  
  
Venom: _ **Hsssssssssssssss.  
**_  
Spider-Man: I choose to save Gwen, Eddie.  
  
Venom: _ **Peter... you have chosen to save Ava.  
**_  
Peter's eyes widen beneath his mask. The cuffs keeping Gwen from falling release her.  
  
Spider-Man: NOOOOOOOOOOOOOOO!  
  
Ava breaks free, falls after Gwen, catches her, and throws a grappling hook into the ceiling, saving themselves.  
  
Ava: I got ya, Gwen.  
  
Gwen: Thanks.  
  
Venom: _ **Rrrrrrrrrrrrrrrrrrrrr... Well played, Tiger. I didn't plan on that happening. This next change will be more difficult.  
**_  
A bridge extends in front of Peter, and a door opens.  
  
Spider-Man: Ava, get Gwen out of here.  
  
Ava: Peter, I can help you-.  
  
Spider-Man: Ava, this is between me and the him. Get her out and find Xanatos.  
  
Ava nods after that. Spider-Man walks through the next door. He walks about halfway when his spider sense goes off. Venom lunges from the shadows, slashes Peter's back, and throws his foe down to the next door.  
  
Venom: Move faster. There's a time limit for this one. Or do you want May to reunite with Ben?  
  
Spider-Man, hearing that, gets up and runs into the next room. A giant saw blade is slowly descending to May's neck.  
  
Aunt May: Spider-Man, help me!  
  
Spider-Man: Don't worry, madam! I'll think of something.  
  
He jumps onto the device and opens a panel. He starts finding ways to override it by inserting random codes. The blade gets closer and closer. Spider-Man can't hack in. He looks in terror and decides on what to do. He shields his aunt.  
  
Spider-Man: This is gonna hurt.  
  
But, to Peter's surprise, the blade stops before it connects to his flesh. The straps that keep Aunt may from moving are loosened.  
  
Venom: _ **Well done, Spider-Man. We weren't expecting that. You've got one more challenge. No strings attached.  
**_  
Aunt May: Spider-Man, what's going on?  
  
Spider-Man: It's a long story. Do you remember what happened?  
  
Aunt May: Some monster attacked me and said it wanted you to suffer like it did. What about Peter?  
  
Spider-Man: He's fine. I got there before it could harm him.  
  
Aunt May: Thank you. He's my only family.  
  
Spider-Man: Yeah... (walking towards the door) Time for me to end this.  
  
Aunt May: He'll kill you.  
  
Spider-Man: (stops before entering the darkness) Let him try.  
  
Spider-Man walks down the hall. No door, no deathtraps, just a big empty room. Venom jumps down from the ceiling. He slowly claps at Peter's accomplishments.  
  
Venom: That went better than we thought it would. Still, it doesn't change much.  
  
Spider-Man: Sy'kina, what you did was wrong. Can you even see that?! Then again, you probably never really liked company that threatened to take your host away from you. Isn't that why you were exiled on a meteor to die?  
  
Venom's eyes widen.  
  
Venom: (speaking with Sy'kina's voice) You don't know what you're saying-.  
  
Spider-Man: I know everything, Sy'kina! I know you tried to force your people into your way of thinking! That wasn't The Way of The Klyntarr and you know it! Doing this, killing me, won't change a thing. I want to help you. Only if you accept it.  
  
Venom doesn't say a thing for a long while. His eyes then change to sheer anger.  
  
Venom: The only thing we'll accept is your death!  
  
Spider-Man: I know you don't mean that in your heart. (slowly walks towards Venom) C'mon, Venom.  
  
Venom: We overload your spider sense. You'll die.  
  
Spider-Man: If that's the way to beat you, I'll risk it.  
  
Venom: (as tendrils extend from his back) Let's settle this, Brother.  
  
Spider-Man: (fighting the pain from his spider sense) Bring it.  
  
They run at each other and start trying to land a blow on the other. Venom gains the upper hand and smashes Peter into the ground. Venom then picks Peter up and throws him towards a wall. Peter hits it, creating a small crater. Venom lunges and the two of them land in the streets.  
  
Spider-Man: I do regret my choices, Eddie, Sy'kina. If given the chance, I might've done something different. Found a way to avoid all this.  
  
Venom: We're sure you would but the alternative might've have caused more pain to us and your loved ones.   
  
Spider-Man: I know there's a shred of good in both of you.  
  
Venom: You're delusional, Parker. We will kill you and our lives will be better.  
  
Spider-Man: At what cost? You nearly killed innocent people.  
  
Venom: When you're involved, no one is innocent!  
  
Spider-Man: I won't stop until you come back, bro!  
  
Venom: Then you will die!  
  
They charge again but we smash cut to San Francisco. Xanatos walks up to the door of an apartment and knocks on the door.  
  
???: **Just a minute  
**  
The door opens to reveal Ann Weying, who has grown quite a bite since the last time Eddie saw her.  
  
Xanatos: Hello, are you Ann Weying? You probably don't remember me-.  
  
Ann Weying: David Xanatos. You were there that night. How can I help you?  
  
Xanatos: It concerns Eddie Brock.  
  
Ann's eyes widen in shock as we cut to the cafe Mary Jane works in. Angel sits by herself until Mary Jane walks over and sits with her.  
  
Mary Jane: Hey. Angel, right?  
  
Angel: Yes. Been a while since I saw you, Mary Jane.  
  
Mary Jane: Is something bothering you?  
  
Angel: No, just thinking about my life.  
  
Mary Jane: Anything in particular?  
  
Angel: You wouldn't believe me if I said.  
  
Mary Jane: Try me.  
  
Angel: (sighs) I'm a superhero.  
  
Mary Jane: Which one? There's a ton. Ms. Marvel? Jewel? Squirrel Girl? Asbestos Girl?  
  
Angel: Ha-ha. No, I'm one of the newer ones. I'm F-.  
  
Just then, Spider-Man crashes through the window and lands on their table. One of the eyes on his mask is ripped off, he has a stab wound on his right hip, and a massive scar on his left arm. The two girls look to see Venom in the distance, roaring.  
  
Mary Jane: Is that The Hulk?  
  
Spider-Man: In this neighbourhood? Sorry, no. That's Eddie Brock.  
  
Mary Jane: What?!  
  
Spider-Man: (struggling to stand up) Long story, MJ. You need to get out of here, run as fast as you can, and leave this to me.  
  
Spider-Man starts swinging down the street. Angel forms her costume and gets ready to go after him.  
  
Mary Jane: What the hell?  
  
Angel: As I was saying before... I'm Firestar. (flies off)  
  
We pan down to Venom's position. He shoots large spheres at Peter, who barely dodges them but is hit by one. Venom walks over, saliva dripping from his tongue.  
  
Venom: Aw, Peter, you don't look so good. (forming a blade from his right hand) Let us fix that.  
  
Before Venom strikes, he is knocked back by a fireball. Firestar lands in front of Peter and unleashes a torrent of flames at Venom.  
  
Firestar: What's wrong, big boy? Am I too hot to handle? I get that a lot!  
  
Venom is in pain, but not a lot of pain as he starts to walk through it.  
  
Firestar: I can't hold him!  
  
???: You don't have to, Firestar!  
  
Suddenly, Ava leaps and kicks Venom in the face. He fights back but she's too quick for him. Spider-Man takes the opportunity to run up and gut punch his foe. He trips Venom up, and proceeds to punch Venom in the face, knocking a few fangs out. A tendril shoots out, grabs Spider-Man by the throat, and Venom punches Spider-Man, sending a few feet in the air. As Spider-Man starts to come back down, Venom leaps towards him. Spider-Man, however, presses a button on his webshooters and fires a webline into Venom's forehead and zaps him with electricity. Venom hits the ground, weakened by that.  
  
White Tiger: What was that?  
  
Spider-Man: Taser Web. Been working on it for a while. Didn't think it would work.  
  
Firestar: Then let's toast him.  
  
Mary Jane: (running up to Firestar) Angel, don't! That's my boyfriend! You'll kill him.  
  
Spider-Man: Angel?  
  
Firestar: Can we discuss this later?  
  
Spider-Man: Right. MJ, we have to get that suit off him. Any ideas?  
  
Venom: Yes, all of you die! (shoots a ton of tendrils at them)  
  
Everyone dodges but one grabs MJ by the legs. She is brought towards Venom.  
  
Venom: Hello, MJ.  
  
Mary Jane: Eddie, please don't do this. This isn't you.  
  
Venom: Sorry, Eddie can't come to the phone right now.  
  
Spider-Man: Sy'kina, let Eddie go!  
  
Venom: He's become one with us now, Parker! We wish to relieve him of... unnecessary burdens.  
  
Spider-Man: MJ is his girlfriend.  
  
Venom: Was.  
  
Venom raises his arm. Before he strikes MJ, Peter pushes her out of the way and takes the hit. Firestar flies over, grabs MJ, and flies her out of Venom's reach. Venom lifts Peter, who is starting to pass out due to his spider sensory overload.  
  
Venom: Peter, out of all my hosts, we hated you the least.  
  
Spider-Man: (gasping for air as Venom chokes him) I'm honoured, I think?  
  
Venom: Your death will be slow. Then, we'll kill your friends and family one by one until everyone related to you is wiped from this planet. Then we'll live in peace and harmony.  
  
Spider-Man: Good to know. You won't succeed, Sy'kina, because you will not win in the end.  
  
Venom: Of course we will win. Nothing and no one can stop us. (forms a blade on his right hand) Goodbye, Peter Parker.  
  
Before Venom strikes...  
  
???: Eddie?  
  
Venom's eyes widen in shock. He looks up the street and sees Ann Weying. Venom drops Peter and reforms his hand. Venom walks towards Ann slowly.  
  
Venom: Ann? We-. I can't believe it.  
  
Ann Weying: Eddie, what have you become?  
  
Venom: I... We have-. Stop it! We are Venom-. No, I'm Eddie Brock. Ann, we can't-. Sy'kina is too strong for ussssssssmmmmmeeeeeeee.  
  
Ann: You are, Eddie. The Eddie I knew was strong, caring, and not a killer. Don't let her control all your actions.  
  
Sy'kina: Piss off, bitch! He's ours!  
  
Eddie: No, I'm my own man. You-. Peter, forgive us!  
  
Venom is struggling. He starts to back away from Ann, and towards a frayed power cable. Peter notices the cable but, before he can do anything, Venom steps onto it. Venom roars in pain. Eddie takes one last look at Ann before being enveloped in a blue light. The light clears and everyone sees that Venom is gone. Mary Jane drops to her knees and begins to cry. Gwen and Ava comfort her. Peter is about to go over but Xanatos places a hand on Peter's shoulder and shakes his head. We cut to black.  
  
We are treated to a montage of the next seven days. Peter searches for any trace of Eddie after we are shown Xanatos discovering everything in Eddie's lab is empty.  
  
Spider-Man: Nothing here.  
  
Random Civilian: Help, those guys are getting away!  
  
Spider-Man sighs and swings after the perps. We fade to the living room of Angela Del Toro. We see Ava making amends with her mother, as Peter listens outside.  
  
Angela: Ava, even though I'm against this... I'm glad you're doing good out there. Your father would've been proud.  
  
Ava: Gracias, Madre.  
  
Angela: However, if I see one more drop of blood, I'll break that amulet. Got it?  
  
Ava: I promise.  
  
We fade to NY Airport. We see Gwen boarding a flight to Paris.  
  
Fox: (behind Gwen) Hey, Gwen.  
  
Gwen Mrs. Xanatos.  
  
Fox: You heading to France as well.  
  
Gwen: Yeah... Something like that.  
  
Fox: Mind if we tag along?  
  
Fox presents Felicia, who has died her hair black, and Alexander, who is playing Angry Birds. Finally, we fade to Harry walking across a road. We see a For Sale sign being put up in front of Oscorp as Harry walks into the building for the final time (we'll see what he does in one of the epilogues). We fade to the next week. Mary Jane is by herself in the cafe.  
  
???: Mind if we join you?  
  
Mary Jane: (looking up to see Peter and Ava) Sure.  
  
The three of them sit in silence.  
  
Mary Jane: Gwen leave?  
  
Peter: 5am. First flight to France.  
  
Ava: It's for the best, Pete. Your life is... dangerous.  
  
Mary Jane: So how long have you been Spider-Man? Before you ask, we have the cafe to ourselves.  
  
Peter: Since last year. After my uncle was murdered, I chose to fight crime in his honour. The rest is history.  
  
Angel: While I don't like your fashion choice, Peter, I do respect that reason for fighting injustice.  
  
Peter: (taking a deep breathe) MJ, I looked everywhere and I found no trace of Eddie. His lab was emptied out after his disappearance. Even his apartment has been cleared up.  
  
Mary Jane: So it's possible he's alive?  
  
Ava: We don't have a lot to go on but it seems to be possible. I'll help out however I can to find Eddie.  
  
Peter: I thought your mom would-.  
  
Ava: Mom is okay with me fighting crime as long as I don't come home with any bullet wounds.  
  
Angel: (behind them) Great to hear, girl.  
  
The door opens and Angel walks in with Xanatos and a hooded figure.  
  
Peter: Mr. Xanatos, I'm sorry.  
  
Xanatos: Don't be, Peter. You did good and I'm proud of you for it. So proud that this guy wants to talk to you, Ava, and Angel.  
  
Peter looks confused until the hooded figure lowers his hood to reveal...  
  
Steve Rogers: Hello, Spider-Man. I'm Steve Rogers, and I've got a training opportunity for you and your friends.  
  
Peter stares in amazement and shock at this. As he's about to answer, we cut to black.  
  
The End.

**Notes for the Chapter:**

> And that's the end of Peter's story for now.
> 
> Next, we have an epilogue showing what is yet to come for Peter Parker and Marvel 1616 as a whole.


	19. Epilogue - The Reality Stone And The Osborne Legacy

We open on...  
  
 **KNOWHERE  
**  
We see Dr. Strange exit a portal he created and is greeted by a pink skinned woman.  
  
Korrina: Sorcerer Supreme, my master is expecting you.  
  
Dr. Strange: Good to hear.  
  
He follows her into a room filled with glass containers. They are greeted by Korrina's master.  
  
Korrina: Stephen Strange, allow me to present one of the oldest beings in the universe. Tanaleer Tivan, The Collector.  
  
Collector: Sorcerer, greetings to you. I'm honoured to have you here.  
  
Dr. Strange: (pulling out the tablet)You know why I'm here, Tivan.  
  
Collector: Yes but, forgive me, shouldn't you hold on to a precious artifact like this?  
  
Dr. Strange: Until my associate locates The Power Stone, we can't take any chances.  
  
Collector: Very understandable. (taking the tablet) I assure you it will be safe in my collection.  
  
Dr. Strange: Thank you, my friend. I leave you to your collection.  
  
Dr. Strange opens a portal and walks through it. As soon as the portal closes...  
  
Korrina: Master, is something wrong?  
  
Collector: One down, five to go.  
  
We cut to Harry sitting in his office, trying to comprehend Peter being Spider-Man. He thinks of all the good times he had with Peter and then his father becoming Goblin. Harry gets up from his desk and looks in the mirror.  
  
Harry: Peter, you shouldn't have lied to us! (punches the mirror, causing small cuts in his hand) Agh! Dammit, Parker!  
  
???: You're right to feel betrayed, buddy...  
  
Harry looks in shock. He could see his own reflection moving by itself in the damaged mirror.  
  
Harry: What the hell?  
  
"Reflection": (grinning sadistically) Relax, Harry. It's me. Don't you remember?  
  
Harry: (thinking back to his childhood) Shaw?  
  
Shaw: Your true friend when no one cared, buddy. You wanna know a secret, pal. Behind this mirror is a room that only Normie knows about. Wanna peek?  
  
Harry: (interested) Yes...  
  
Harry grabs a bust of Norman from the table and smashes the mirror with it. He walks into the dark room. He tries to find a light switch as he hears Shaw singing in the darkness.  
  
Shaw: ♪Mister Sandman... Spin me a dream...♪  
  
When Harry flicks a switch, he stares in shock. The room is filled with mini bombs shaped like pumpkins, an orange armour prototype with a flight harness, and vials of The Oz Formula. When Harry sees Shaw appearing in a vial, he begins to laugh.  
  
Shaw: Happy Birthday, Harry!  
  
We cut to black.

**Notes for the Chapter:**

> Spider-Man will return.


End file.
